As filed on July 18, 2001                    Registration Statement No. 333-



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


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

                       FAIRCHILD INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

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

    595 HORNBY STREET, SUITE 600, VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
               (Address or principal executive offices) (Zip code)

                          STOCK OPTION TO ROBERT GRACE
                           STOCK OPTION TO DAVID DUVAL
                          STOCK OPTION TO DAVID STADNYK
                              (Full title of plan)

                             ROBERT GRACE, PRESIDENT
                       FAIRCHILD INTERNATIONAL CORPORATION
                          595 HORNBY STREET, SUITE 600
                   VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
                     (Name and address of agent for service)

                                 (604) 669-1040
          (Telephone number, including area code, of agent for service)










<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
                                                  PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED            REGISTERED                SHARE                  PRICE            REGISTRATION FEE

<S>                           <C>                                          <C>                       <C>
Shares of common stock          700,000              $0.073 (2)<F2>         $51,100 (2)<F2>          $12.78
underlying stock              shares (1)<F1>
option to Robert Grace

Shares of common stock          200,000              $0.073 (2)<F2>         $14,600 (2)<F2>           $3.65
underlying stock              shares (1)<F1>
option to David Duval

Shares of common stock          600,000              $0.09 (2)<F2>          $54,000 (2)<F2>          $13.50
underlying stock              shares (1)<F1>
option to David
Stadnyk

TOTAL                         1,500,000                                    $119,700 (2)<F2>          $29.93
                              shares (1)<F1>
------------
<FN>

(1)<F1>  Pursuant to Rule 416 under the Securities Act, this Registration
         Statement shall also cover any additional shares of the common stock of
         the Company which become issuable by reason of any stock split, stock
         dividend, recapitalization, or other similar transaction effected
         without the Registrant's receipt of consideration which results in an
         increase in the number of the outstanding shares of the Registrant's
         common stock.

(2)<F2>  Calculated pursuant to Rule 457(h)(1) under the Securities Act based on
         the exercise price of the options.
</FN>
</TABLE>


<PAGE>


                                EXPLANATORY NOTE

         This  Registration  Statement has been prepared in accordance  with the
requirements  of Form S-8 under the  Securities  Act, to register  shares of our
common stock, $.001 par value per share,  issuable pursuant to outstanding stock
options.  Under  cover of this Form S-8 is our  reoffer  prospectus  prepared in
accordance  with  Part I of Form S-3  under  the  Securities  Act.  Our  reoffer
prospectus  has  been  prepared  pursuant  to  Instruction  C of  Form  S-8,  in
accordance  with the  requirements  of Part I of Form  S-3,  and may be used for
reofferings  and  resales  on a  continuous  or  delayed  basis in the future of
"control securities" which may be issued, pursuant to outstanding stock options.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

We will send or give the documents containing the information  specified in Part
1 of  Form  S-8 to  employees  as  specified  by  the  Securities  and  Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file these
documents with the Commission either as part of this  Registration  Statement or
as prospectuses or prospectus supplements under Rule 424 of the Securities Act.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Fairchild International Corporation, a Nevada corporation,  will furnish without
charge to each person to whom the reoffer prospectus is delivered, upon the oral
or  written  request  of such  person,  a copy  of any and all of the  documents
incorporated  by reference  (other than  exhibits to such  documents).  Requests
should be directed to the  attention of Robert Grace at Fairchild  International
Corporation,  595 Hornby Street, Suite 600, Vancouver,  British Columbia V6C 1A4
Canada, telephone number (604) 669-1040.


<PAGE>




                               REOFFER PROSPECTUS



                         900,000 SHARES OF COMMON STOCK


                       Fairchild International Corporation
                          595 Hornby Street, Suite 600
                   Vancouver, British Columbia V6C 1A4 Canada
                                 (604) 669-1040


         This reoffer prospectus relates to 900,000 shares of the common stock
of Fairchild International Corporation which may be offered and resold from time
to time by the selling stockholders identified in this prospectus for their own
account. It is anticipated that the selling stockholders will offer shares for
sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will
receive no part of the proceeds from sales made under this reoffer prospectus.
The selling stockholders will bear all sales commissions and similar expenses.
Any other expenses incurred by us in connection with the registration and
offering and not borne by the selling stockholders will be borne by us.

         The selling stockholders and any brokers executing selling orders on
their behalf may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event commissions received by such brokers may be
deemed to be underwriting commissions under the Securities Act.

         Our common stock is traded on the OTC Bulletin Board under the symbol
"FRCD." On July 12, 2001, the last reported price of our common stock on such
market was $0.095 per share.

         This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 4.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this reoffer prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.






              The date of this reoffer prospectus is July 18, 2001.


<PAGE>



                                TABLE OF CONTENTS

                                                                   PAGE

SUMMARY..........................................................    3

RISK FACTORS.....................................................    4

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS................    8

USE OF PROCEEDS..................................................    8

SELLING STOCKHOLDERS.............................................    8

PLAN OF DISTRIBUTION.............................................    9

INDEMNIFICATION OF DIRECTORS AND OFFICERS........................    9

LEGAL MATTERS....................................................   10

EXPERTS..........................................................   10

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................   10

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US...............   11


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

          You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer
prospectus.






                                       2
<PAGE>


                                     SUMMARY

         We were incorporated in Nevada on June 20, 1997 as Goanna Resources,
Inc. to pursue potential opportunities in the mining business in Australia. On
June 24, 1999, we changed our name to Fairchild International Corporation after
it had become apparent that such mining opportunities would not come to
fruition.

         Effective September 30, 1999, we entered into a Research, Development
and Licence Agreement with Praxis Pharmaceuticals, Inc., an affiliate. Under
that agreement, Praxis had granted us a worldwide exclusive license for all
products and processes developed, and to be developed, relating to arthritis and
dermal wrinkles. Praxis had received 2,600,000 shares of our common stock and
the right to receive royalty payments based upon revenues earned by us from the
sale of any developed products. In addition, Praxis had been engaged to conduct
a research program to be funded by us in the amount of $250,000. We paid only
$162,500 of the funding and expressed doubt about our ability to continue the
funding.

         As of February 28, 2001, we terminated the Research, Development and
Licence Agreement with Praxis. Under the termination agreement, Praxis will
retain the 2,600,000 shares of our common stock and has 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. We subsequently decided
to re-enter the mineral exploration business.

         On April 12, 2001, we entered into an agreement with Hunter Exploration
Group to acquire a 100% interest in certain lands encompassed by a Special
Exploration Permit, located in Northern Manitoba, Canada. In exchange, we are
required to pay a total of US$30,000 in cash and issue 400,000 shares of common
stock. We have issued 200,000 of the 400,000 shares of common stock. In
addition, we are responsible for a deposit with the Province of Manitoba for the
exploration permit and fulfilling work commitment obligations on the property
totaling Cdn$500,000 through May 1, 2004. The property is subject to a 2% net
smelter royalty on mineral production and a 2% gross overriding royalty on
diamond production.

         On June 5, 2001, we entered into an initial option agreement with
Indicator Explorations Ltd. for the right to acquire a 100% interest in the
Exploration Permit 182 and Special Exploration Permits 99-6, 2001-4 and 2001-9
located in Northeast Manitoba, Canada. In exchange for the initial option, we
paid Cdn$2,500 and issued 400,000 shares of common stock. Our option will expire
on August 15, 2001. If we exercise our option, we will be required to enter into
a formal agreement, pay a significant amount of money to Indicator and agree to
undertake substantial exploration activities. We do not have sufficient funds at
this time to exercise our option and fulfill the required obligations.

         On June 15, 2001, we entered into a participation agreement with
Brothers Oil and Gas Inc. and Dasher Energy Corp. to acquire a 5% working
interest in an oil and gas prospect called the Coalinga Nose Property. The
property is located in Fresno County, California, and consists of approximately
8,700 acres. In exchange for our interest, we paid Brothers US$50,000 and Dasher
US$15,000. We also agreed to issue 300,000 shares of common stock to Dasher, and
pay 100% of the initial test well to earn a 37% net revenue interest on the
initial well, and a 28.125% net revenue interest on all subsequent wells.

         To date, we have not generated any revenues from mineral exploration,
product sales, royalties or license fees. We plan to conduct exploration
activities to the extent that we can obtain the necessary cash to do so.

         Our principal executive offices are located at 595 Hornby Street, Suite
600, Vancouver, British Columbia V6C 1A4 Canada. Our telephone number is (604)
669-1040.



                                       3

<PAGE>



                                  RISK FACTORS

         An investment in the common stock being offered for resale by the
selling shareholders is very risky. You should carefully consider the risk
factors described below, together with all other information in this prospectus
before making an investment decision. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occurs, our
business, financial conditions or operating results could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

WE HAVE A HISTORY OF OPERATING LOSSES, HAVE NOT YET GENERATED ANY REVENUES, AND
HAVE NO ONGOING BUSINESS.

         Although we have been in existence since June 1997, we have not yet
generated any revenues. Additionally, we have a limited operating history upon
which potential investors may evaluate our performance. Through March 31, 2001,
we have generated an accumulated deficit of $1,020,779. For the years ended
December 31, 2000 and 1999, we incurred net losses of $90,464 and $470,937,
respectively. We have no operations and we cannot assure you that we will be
able to commence exploration activities. Further, we do not have any significant
assets or financial resources. We will incur operating expenses without
corresponding revenues for the foreseeable future. This will result in our
incurring a net operating loss that will increase continuously until we are able
to generate sufficient revenues. There is no assurance that we will be able to
generate sufficient revenues from our exploration activities.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

         The report of our independent auditors includes an explanatory
paragraph relating to the uncertainty of our ability to continue as a going
concern. We have suffered significant operating losses since inception and
require additional financing. Our financial statements do not include any
adjustments that might result from the outcome of that uncertainty. We cannot
assure you that we will be able to locate and extract commercially feasible
minerals, oil or gas.

WE DO NOT GENERATE ANY REVENUES AND WE RELY ENTIRELY UPON OUTSIDE FINANCING.

         Because of our inability to generate revenues, we rely entirely upon
external sources of financing. We will need external financing to continue begin
our exploration activities. Sources of external financing may include bank
borrowings, joint ventures, and future debt and equity offerings. We cannot
assure you that financing will be available on acceptable terms, or at all. Our
failure to obtain external financing will have a material adverse effect on our
results of operations and financial condition. If we cannot obtain external
funding when needed, we may be forced to cease operations and abandon our
properties, at which time you may lose your entire investment.

WE EXPECT TO ENCOUNTER RISKS FREQUENTLY FACED BY EARLY STAGE COMPANIES.

         To date, we have not generated any revenues from operations to fund
ongoing operational requirements and cash commitments. We have a limited
operating history and our operations are subject to all of the risks inherent in
a new business enterprise engaged in mineral, oil and gas exploration. The
likelihood of our success must be considered in light of the expenses,
difficulties and delays frequently encountered in connection with the start-up
of new businesses, those historically encountered by us, and the competitive
environment in which we operate.

THE EXPLORATION OF OUR PROPERTIES ARE SUBJECT TO DELAYS.

         We plan to conduct exploration activities to the extent that we can
obtain the necessary cash to do so. There can be no assurance that:

         *        we will be able to obtain the necessary cash to commence and
                  continue exploration activities;


                                       4


<PAGE>


         *        the exploration of our properties will be completed on a
                  timely basis, if at all;

         *        the results will warrant development operations; and

         *        the exploration costs associated with the exploration of our
                  properties will not be higher than anticipated.

         If the actual cost to complete our exploration activities is
significantly higher than what we expect, we cannot assure you that we will have
enough funds to cover these costs or that we will be able to obtain alternative
sources of financing to cover these costs. Unexpected cost increases or the
failure to obtain necessary project financing on acceptable terms, or on a
timely basis, will have a material adverse effect on our future results of
operations and financial condition.

WE ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL LAW AND REGULATION.

         Canada and the United States have laws and regulations which control
the exploration of mineral, oil and gas properties and their effects on the
environment, including air and water quality, mine reclamation, waste handling
and disposal, the protection of different species of animals, and the
preservation of lands. These laws and regulations will require us to acquire
permits and other authorizations for certain activities. We cannot assure you
that we will be able to acquire the necessary permits or authorizations on a
timely basis, if at all. Delays in acquiring any permit or authorization could
increase our exploration costs.

         Environmental legislation is evolving in a manner that will likely
require stricter standards and enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects,
and a heightened degree of responsibility for us. We cannot predict what
environmental legislation or regulations will be enacted or adopted in the
future or how future laws and regulations will be administered or interpreted.
Compliance with more stringent laws and regulations, as well as potentially more
vigorous enforcement policies or regulatory agencies or stricter interpretation
of existing laws, may (1) necessitate significant capital outlays, (2) cause us
to delay, terminate or otherwise change our intended activities with respect to
our property and (3) materially and adversely effect our future operations.

         Furthermore, we have not sought a complete environmental analysis of
our properties and have not conducted a comprehensive review of the
environmental laws and regulations. To the extent that we are subject to
environmental requirements or liabilities, the cost of compliance with these
requirements and the satisfaction of these liabilities will increase our costs.
If we are unable to fully fund the cost of remediation of any environmental
condition, we may be required to suspend or terminate our operations, and you
could loose your entire investment.

EXPLORATION ACTIVITIES ARE HIGHLY SPECULATIVE, INVOLVE SUBSTANTIAL EXPENDITURES,
AND MAY BE NON-PRODUCTIVE.

         Our exploration activities are highly speculative in nature and may be
non-productive. Substantial expenditures are required to:

         *        establish ore, oil and gas reserves through drilling and
                  metallurgical and other testing techniques;

         *        determine metal content and metallurgical recovery processes
                  to extract metal from the ore; and

         *        construct, renovate or expand mining and processing
                  facilities.

         If we discover ore, oil or gas, it usually takes several years from the
initial phase of exploration until development is possible. During this time,
the economic feasibility of development may change. As a result of these
uncertainties, we cannot assure you that our exploration activities will result
in proven or probable reserves of sufficient quantities to justify development
or production.



                                       5


<PAGE>


TITLE TO OUR PROPERTY MAY BE CHALLENGED.

         Our policy is to seek to confirm the validity of our rights to our
properties. However, we cannot guarantee that title to our property will not be
challenged or impugned. Title insurance generally is not available and our
ability to ensure that we have a secure claim to our exploration properties may
be severely constrained. We have not conducted a survey of our properties and
their precise area and location may be in doubt. Accordingly, our properties may
be subject to prior unregistered agreements, transfers to claims, and title may
be affected by, among other things, undetected defects. In addition, we may be
unable to operate our properties as permitted or to enforce our perceived
rights.

WE CANNOT INSURE AGAINST ALL OF THE RISKS ASSOCIATED WITH OUR EXPLORATION
ACTIVITIES.

         Our exploration activities are subject to a number of risks and
hazards, including:

         *        adverse environmental effects;

         *        industrial accidents;

         *        labor disputes;

         *        technical difficulties due to unusual or unexpected geologic
                  formations;

         *        failures of pit walls; and

         *        flooding and periodic interruptions due to inclement or
                  hazardous weather conditions.

         These risks can result in, among other things:

         *        damage to, and destruction of, our properties;

         *        personal injury;

         *        delays or cessation in our exploration activities;

         *        monetary losses; and

         *        legal liability.

         Although we intend to maintain insurance within ranges of coverage
consistent with industry practice, we cannot assure you that insurance will be
available at economically feasible premiums. Insurance against environmental
risks is not generally available, and we may elect to not seek coverage for all
risks. In addition, not all risks associated with exploration activities are
included in coverage, and the risks that are included may result in liabilities
which exceed policy limits. The occurrence of an event that is not fully
covered, or covered at all, by insurance, could have a material adverse effect
on our financial condition and results of operations.

THE LOSS OF OUR OFFICERS AND DIRECTORS COULD NEGATIVELY IMPACT OUR CHANCES FOR
SUCCESS.

         Management anticipates devoting up to 45 hours per month to our
business. We have not entered into an employment agreement with our officers and
do not expect to do so in the foreseeable future. We have not obtained key man
life insurance on our officers and directors. Notwithstanding the combined
limited experience and time commitment of management, loss of the services of
any of these individuals would adversely affect development of our business and
our likelihood of continuing operations.


                                       6

<PAGE>


OUR OFFICERS AND DIRECTORS COULD PARTICIPATE IN A CONFLICTS OF INTEREST
TRANSACTION.

         Our officers and directors may participate in business ventures which
could be deemed to compete directly with us. Additional conflicts of interest
and non-arm's length transactions may also arise in the event our officers and
directors are involved in the management of any firm with which we transact
business.

OUR STOCK PRICE WILL FLUCTUATE AFTER THIS OFFERING, WHICH COULD RESULT IN
SUBSTANTIAL LOSSES FOR INVESTORS.

         The market price for our common stock may fluctuate significantly in
response to a number of factors, some of which are beyond our control. These
factors include:

         *        Quarterly variations in operating results;

         *        Changes in financial estimates by securities analysts;

         *        Publicity about our company;

         *        Additions or departures of key personnel;

         *        Any future sales of our common stock or other securities; and

         *        Stock market price and volume fluctuations of publicly-traded
                  companies.

         These and other external factors have caused and may continue to cause
the market price and demand for our common stock to fluctuate substantially,
which may limit or prevent investors from readily selling their shares of common
stock and may otherwise negatively affect the liquidity of our common stock.

         In the past, securities class action litigation has often been brought
against companies following periods of volatility in the market price of their
securities. If securities class action litigation is brought against us it could
result in substantial costs and a diversion of our management's attention and
resources, which could hurt our business.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION THAT MAY AFFECT THE
LIQUIDITY FOR OUR COMMON STOCK.

         Our common stock is subject to regulations of the Securities and
Exchange Commission relating to the market for penny stocks. These regulations
generally require that a disclosure schedule explaining the penny stock market
and the risks associated therewith be delivered to purchasers of penny stocks
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors. The
regulations applicable to penny stocks may severely affect the market liquidity
for our common stock and could limit your ability to sell your securities in the
secondary market.

TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED THEREBY
MAKING IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES OF OUR COMMON
STOCK.

         Our common stock trades on the OTC Bulletin Board. The OTC Bulletin
Board is not an exchange and, because trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on an
exchange or NASDAQ, you may have difficulty reselling any of the shares that you
purchase from the selling shareholders.

YOU MAY SUFFER DILUTION FROM THE EXERCISE OR CONVERSION OF OUR OPTIONS,
WARRANTS, AND CONVERTIBLE SECURITIES.

         There are outstanding options, warrants, and convertible securities to
acquire shares of our common stock. If any of the outstanding options, warrants,
and convertible securities are exercised or converted, your percentage ownership
in will be reduced. So long as these options, warrants, and convertible
securities are exercisable, the


                                       7


<PAGE>
holders will have the opportunity to profit from a rise in the price of our
common stock. The existence of such options, warrants, and convertible
securities may adversely affect the terms on which we can obtain additional
financing. The holders of such options, warrants, and convertible securities can
be expected to exercise them at a time when we would probably be able to obtain
additional capital by an offering of our common stock at a price higher than the
exercise price of these outstanding options, warrants, and convertible
securities.

WE MAY HAVE DIFFICULTIES ENFORCING THE LEGAL PROCESS.

         Service of process upon individuals or firms that are not resident in
the United States may be difficult to obtain within the United States. Some of
our officers and directors reside outside the United States. Furthermore, since
most of our assets are located outside the United States, any judgment obtained
in the United States against us or such persons may not be collectible within
the United States.


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This reoffer prospectus contains forward-looking statements that
involve risks and uncertainties. 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," "except," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," as
well as the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.
In evaluating these statements, you should specifically consider various
factors, including the risks described above and in other parts of this
prospectus. These factors may cause our actual results to differ materially from
any forward-looking statement. 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.


                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholder.


                              SELLING STOCKHOLDERS

         The selling stockholders acquired or will acquire beneficial ownership
of all shares to be registered under this reoffer prospectus through stock
options granted by us. The selling stockholders are officers and/or directors of
our company. The following table shows the number of shares of common stock
beneficially owned by them and the number of shares of common stock that they
may sell from time to time under this reoffer prospectus:

<TABLE>
<CAPTION>
                                  NUMBER OF
                                   SHARES         NUMBER OF           SHARES           PERCENTAGE OF SHARES BENEFICIALLY
                                BENEFICIALLY    SHARES SUBJECT        BEING                         OWNED (3)<F3>
SELLING STOCKHOLDR                OWNED (1)<F1> TO OPTIONS (2)<F2>  REGISTERED         BEFORE OFFERING    AFTER OFFERING

<S>                               <C>               <C>              <C>                    <C>                <C>
Robert Grace                      700,000           700,000          700,000                5.1%               0.0%

David Duval                       200,000           200,000          200,000                1.5%               0.0%
---------------
<FN>
(1)<F1>  Represents shares owned beneficially by Messrs. Grace and Duval,
         including shares that they have the right to acquire within 60 days of
         the date of this reoffer prospectus.

(2)<F2>  Includes shares of our common stock underlying options granted to
         Messrs. Grace and Duval, whether or not exercisable as of, or within 60
         days of, the date of this reoffer prospectus.


                                       8

<PAGE>


(3)<F3>  Based on 13,128,546 shares outstanding on the date of this reoffer
         prospectus.
</FN>
</TABLE>



                              PLAN OF DISTRIBUTION

         Messrs. Grace and Duval may, from time to time, elect to sell all or a
portion of the shares offered under this prospectus in the over-the-counter
market. Sales are anticipated to be made at market prices prevailing at the
times of such sales. Messrs. Grace and Duval may also make private sales
directly or through a broker or brokers, who may act as agent or principal.
Further, they may choose to dispose of the shares offered under this prospectus
by gift to a third party or as a donation to a charitable or other non-profit
entity. In connection with any sales, Messrs. Grace and Duval and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The amount of securities to be reoffered or resold by
means of this reoffer prospectus, by Messrs. Grace and Duval, and any other
person with whom they are acting in concert for the purpose of selling our
securities, may not exceed, during any three month period, the amount specified
in Rule 144(e) under the Securities Act.

         Any broker-dealer participating in such transactions as agent may
receive commissions from Messrs. Grace and Duval (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Messrs. Grace and
Duval will pay usual and customary brokerage fees. Broker-dealers may agree with
them to sell a specified number of shares at a stipulated price per share, and,
to the extent such a broker-dealer is unable to do so acting as agent for
Messrs. Grace and Duval, to purchase as principal any unsold shares at the price
required to fulfill the broker-dealer commitment to them. Broker-dealers who
acquire shares as principal may thereafter resell such shares from time to time
in transactions (which may involve crosses and block transactions and which may
involve sales to and through other broker-dealers, including transactions of the
nature described above) in the over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
commissions from the purchasers of such shares.

         We have advised Messrs. Grace and Duval that the anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of Messrs. Grace and Duval
and their affiliates. In addition, we will make copies of this reoffer
prospectus available to Messrs. Grace and Duval and have informed them of the
possible need for delivery of copies of this reoffer prospectus to purchasers on
or prior to sales of the shares offered under this reoffer prospectus. Messrs.
Grace and Duval may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.

         Any securities covered by this reoffer prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.

         There can be no assurance that Messrs. Grace and Duval will sell any or
all of the shares of common stock offered under this reoffer prospectus.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 78.7502 of the Nevada General Corporation Law and Article VI of
the our articles of incorporation permit us to indemnify our officers and
directors and certain other persons against expenses in defense of a suit to
which they are parties by reason of such office, so long as the persons
conducted themselves in good faith and the persons reasonably believed that
their conduct was in our best interests or not opposed to our best interests,
and with respect to any criminal action or proceeding, had no reasonable cause
to believe their conduct was unlawful.


                                       9


<PAGE>



Indemnification is not permitted in connection with a proceeding by or in the
right of the corporation in which the officer or director was adjudged liable to
the corporation or in connection with any other proceeding charging that the
officer or director derived an improper personal benefit, whether or not
involving action in an official capacity.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in that act and is therefore unenforceable.


                                  LEGAL MATTERS

         Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado will pass
upon the validity of the common stock offered hereby for us.


                                     EXPERTS

         The financial statements as of December 31, 2000 and 1999 and for each
of the three previous years are incorporated by reference in this reoffer
prospectus in reliance on the report of Steele & Co., independent accountants,
which is also incorporated herein by reference, in reliance upon their authority
as experts in accounting and auditing.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Securities and Exchange
Commission are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

     o   Amendment No. 3 to our Registration Statement on Form 10-SB filed
         September 13, 2000;
     o   our Current Reports on Form 8-K dated February 28, 2001, April 12,
         2001, and June 14, 2001;
     o   our Annual Report on Form 10-KSB for the year ended December 31, 2000;
     o   our Quarterly Reports on Form 10-QSB for the quarter ended March 31,
         2001;
     o   the description of our common stock, par value $.001 per share,
         contained in Part I, Item 8 of Amendment No. 3 to our Registration
         Statement on Form 10-SB filed on September 13, 2000; and
     o   all reports and other documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
         filing of a post-effective amendment which indicates that all
         securities offered hereby have been sold or which deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of the filing of
         such reports and documents.

         We will furnish without charge to each person to whom the reoffer
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all of the documents incorporated by reference (other than exhibits
to such documents). Requests should be directed to the attention of Robert Grace
at Fairchild International Corporation, 595 Hornby Street, Suite 600, Vancouver,
British Columbia V6C 1A4 Canada, telephone number (604) 669-1040.



                                       10


<PAGE>



               WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, with respect to the
common stock offered by this reoffer prospectus. As permitted by the rules and
regulations of the Commission, this reoffer prospectus, which is a part of the
registration statement, omits certain information, exhibits, schedules and
undertakings set forth in the registration statement. For further information
pertaining to our company and the common stock offered hereby, reference is made
to such registration statement and the exhibits and schedules thereto. A copy of
the registration statement may be inspected without charge at the Public
Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the SEC's regional offices located at the Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of all or any part of the
registration statement may be obtained from such offices upon the payment of the
fees prescribed by the SEC. For further information, please call the SEC at
1-800-SEC-0330. In addition, registration statements and certain other filings
made with the Commission through its Electronic Data Gathering, Analysis and
Retrieval system, including our registration statement and all exhibits and
amendments to our registration statements, are publicly available through the
Commission's website at http://www.sec.gov.

         We are subject to the information and reporting requirements of the
Exchange Act and, in accordance therewith, will file periodic reports, proxy
statements and other information with the Securities and Exchange Commission.





                                       11


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION BY REFERENCE

The following  documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)      Amendment  No.  3  to  the   Registration   Statement  of  the
                  Registrant on Form 10-SB filed September 13, 2000,  Commission
                  File No. 0-28305.

         (b)      Current  Reports of the  Registrant on Form 8-K dated February
                  28, 2001,  April 12, 2001, and June 14, 2001,  Commission File
                  No. 0-28305.

         (c)      Annual  Report of the  Registrant  on Form 10-KSB for the year
                  ended December 31, 2000, Commission File No. 0-28305.

         (d)      Quarterly  Report of the  Registrant  on Form  10-QSB  for the
                  quarter ended March 31, 2001, Commission File No. 0-28305.

         (e)      the description of the  Registrant's  common stock,  par value
                  $.001 per share,  contained in Part I, Item 8 of Amendment No.
                  3 to  the  Registration  Statement  on  Form  10-SB  filed  on
                  September 13, 2000.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934 after the date of this registration
statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
registration  statement  which indicates that all securities  offered  hereunder
have been sold, or which  deregisters all securities then remaining unsold under
this registration statement,  shall be deemed to be incorporated by reference in
this  registration  statement  and to be part  hereof from the date of filing of
such documents.


ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section  78.7502 of the Nevada  General  Corporation  Law and  Article VI of the
Company's Articles of Incorporation permit the Company to indemnify its officers
and directors and certain other persons against expenses in defense of a suit to
which  they  are  parties  by  reason  of such  office,  so long as the  persons
conducted  themselves  in good faith and the persons  reasonably  believed  that
their  conduct  was in the  Company's  best  interests  or  not  opposed  to the
Company's best interests, and with respect to any criminal action or proceeding,
had no reasonable  cause to believe their conduct was unlawful.  Indemnification
is not  permitted  in  connection  with a  proceeding  by or in the right of the
corporation  in which  the  officer  or  director  was  adjudged  liable  to the
corporation or in connection with any other proceeding charging that the officer
or  director  derived an improper  personal  benefit,  whether or not  involving
action in an official capacity.



                                      II-1


<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.


ITEM 8.  EXHIBITS
<TABLE>
<CAPTION>

   Exhibit
    Number      Description of Document

<S>            <C>
     4.1       Stock Option Granted to Robert Grace

     4.2       Stock Option Granted to David Duval

     4.3       Stock Option Granted to David Stadnyk

     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.

    23.1       Consent of Steele & Co.

    23.2       Consent of Dill Dill Carr Stonbraker & Hutchings, P.C.(incorporated by reference into Exhibit 5.1)
</TABLE>


ITEM 9.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(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;

         (ii)     To reflect in the  prospectus any facts or event arising after
                  the effective date of the 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  the   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent not more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement.

         (iii)    To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  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.



                                      II-2


<PAGE>


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 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.

Insofar as  indemnification  for liability  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,  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 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.



                                      II-3


<PAGE>


                                   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 Vancouver,  Province of British Columbia,  Canada, on
July 16, 2001.

                                        FAIRCHILD INTERNATIONAL CORPORATION


                                        By: /s/ ROBERT GRACE
                                          -------------------------------------
                                          Robert Grace, President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  person in the  capacities and on the
date indicated.
<TABLE>
<CAPTION>

SIGNATURE                                        TITLE                                       DATE



<S>                                              <C>                                         <C>


/s/ROBERT GRACE                                  President and Director
-------------------------------                  (Principal Executive, Financial and         July 16, 2001
Robert Grace                                     Accounting Officer)

</TABLE>
















                                      II-4
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As filed on July 18, 2001                    Registration Statement No. 333-

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

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

                       FAIRCHILD INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

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

    595 HORNBY STREET, SUITE 600, VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
               (Address or principal executive offices) (Zip code)

                          STOCK OPTION TO ROBERT GRACE
                           STOCK OPTION TO DAVID DUVAL
                          STOCK OPTION TO DAVID STADNYK
                              (Full title of plan)

                             ROBERT GRACE, PRESIDENT
                       FAIRCHILD INTERNATIONAL CORPORATION
                          595 HORNBY STREET, SUITE 600
                   VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
                     (Name and address of agent for service)

                                 (604) 669-1040
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
                                                  PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED            REGISTERED                SHARE                  PRICE            REGISTRATION FEE
Shares of common stock          700,000              $0.073 (2)
$51,100 (2)
$12.78
underlying stock              shares (1)
option to Robert Grace

Shares of common stock          200,000              $0.073 (2)
$14,600 (2)
$3.65
underlying stock              shares (1)
option to David Duval

Shares of common stock          600,000              $0.09 (2)
$54,000 (2)
$13.50
underlying stock              shares (1)
option to David
Stadnyk

TOTAL                         1,500,000                                    $119,700 (2)
$29.93
                              shares (1)
------------
(1)
Pursuant to Rule 416 under the Securities Act, this Registration
         Statement shall also cover any additional shares of the common stock of
         the Company which become issuable by reason of any stock split, stock
         dividend, recapitalization, or other similar transaction effected
         without the Registrant's receipt of consideration which results in an
         increase in the number of the outstanding shares of the Registrant's
         common stock.

(2)
Calculated pursuant to Rule 457(h)(1) under the Securities Act based on
         the exercise price of the options.
EXPLANATORY NOTE

         This  Registration  Statement has been prepared in accordance  with the
requirements  of Form S-8 under the  Securities  Act, to register  shares of our
common stock, $.001 par value per share,  issuable pursuant to outstanding stock
options.  Under  cover of this Form S-8 is our  reoffer  prospectus  prepared in
accordance  with  Part I of Form S-3  under  the  Securities  Act.  Our  reoffer
prospectus  has  been  prepared  pursuant  to  Instruction  C of  Form  S-8,  in
accordance  with the  requirements  of Part I of Form  S-3,  and may be used for
reofferings  and  resales  on a  continuous  or  delayed  basis in the future of
"control securities" which may be issued, pursuant to outstanding stock options.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

We will send or give the documents containing the information  specified in Part
1 of  Form  S-8 to  employees  as  specified  by  the  Securities  and  Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file these
documents with the Commission either as part of this  Registration  Statement or
as prospectuses or prospectus supplements under Rule 424 of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Fairchild International Corporation, a Nevada corporation,  will furnish without
charge to each person to whom the reoffer prospectus is delivered, upon the oral
or  written  request  of such  person,  a copy  of any and all of the  documents
incorporated  by reference  (other than  exhibits to such  documents).  Requests
should be directed to the  attention of Robert Grace at Fairchild  International
Corporation,  595 Hornby Street, Suite 600, Vancouver,  British Columbia V6C 1A4
Canada, telephone number (604) 669-1040.
REOFFER PROSPECTUS

                         900,000 SHARES OF COMMON STOCK

                       Fairchild International Corporation
                          595 Hornby Street, Suite 600
                   Vancouver, British Columbia V6C 1A4 Canada
                                 (604) 669-1040

         This reoffer prospectus relates to 900,000 shares of the common stock
of Fairchild International Corporation which may be offered and resold from time
to time by the selling stockholders identified in this prospectus for their own
account. It is anticipated that the selling stockholders will offer shares for
sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will
receive no part of the proceeds from sales made under this reoffer prospectus.
The selling stockholders will bear all sales commissions and similar expenses.
Any other expenses incurred by us in connection with the registration and
offering and not borne by the selling stockholders will be borne by us.

         The selling stockholders and any brokers executing selling orders on
their behalf may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event commissions received by such brokers may be
deemed to be underwriting commissions under the Securities Act.

         Our common stock is traded on the OTC Bulletin Board under the symbol
"FRCD." On July 12, 2001, the last reported price of our common stock on such
market was $0.095 per share.

         This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 4.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this reoffer prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

              The date of this reoffer prospectus is July 18, 2001.
TABLE OF CONTENTS

                                                                   PAGE

SUMMARY..........................................................    3

RISK FACTORS.....................................................    4

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS................    8

USE OF PROCEEDS..................................................    8

SELLING STOCKHOLDERS.............................................    8

PLAN OF DISTRIBUTION.............................................    9

INDEMNIFICATION OF DIRECTORS AND OFFICERS........................    9

LEGAL MATTERS....................................................   10

EXPERTS..........................................................   10

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................   10

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US...............   11

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

          You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer
prospectus.

                                       2
SUMMARY

         We were incorporated in Nevada on June 20, 1997 as Goanna Resources,
Inc. to pursue potential opportunities in the mining business in Australia. On
June 24, 1999, we changed our name to Fairchild International Corporation after
it had become apparent that such mining opportunities would not come to
fruition.

         Effective September 30, 1999, we entered into a Research, Development
and Licence Agreement with Praxis Pharmaceuticals, Inc., an affiliate. Under
that agreement, Praxis had granted us a worldwide exclusive license for all
products and processes developed, and to be developed, relating to arthritis and
dermal wrinkles. Praxis had received 2,600,000 shares of our common stock and
the right to receive royalty payments based upon revenues earned by us from the
sale of any developed products. In addition, Praxis had been engaged to conduct
a research program to be funded by us in the amount of $250,000. We paid only
$162,500 of the funding and expressed doubt about our ability to continue the
funding.

         As of February 28, 2001, we terminated the Research, Development and
Licence Agreement with Praxis. Under the termination agreement, Praxis will
retain the 2,600,000 shares of our common stock and has 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. We subsequently decided
to re-enter the mineral exploration business.

         On April 12, 2001, we entered into an agreement with Hunter Exploration
Group to acquire a 100% interest in certain lands encompassed by a Special
Exploration Permit, located in Northern Manitoba, Canada. In exchange, we are
required to pay a total of US$30,000 in cash and issue 400,000 shares of common
stock. We have issued 200,000 of the 400,000 shares of common stock. In
addition, we are responsible for a deposit with the Province of Manitoba for the
exploration permit and fulfilling work commitment obligations on the property
totaling Cdn$500,000 through May 1, 2004. The property is subject to a 2% net
smelter royalty on mineral production and a 2% gross overriding royalty on
diamond production.

         On June 5, 2001, we entered into an initial option agreement with
Indicator Explorations Ltd. for the right to acquire a 100% interest in the
Exploration Permit 182 and Special Exploration Permits 99-6, 2001-4 and 2001-9
located in Northeast Manitoba, Canada. In exchange for the initial option, we
paid Cdn$2,500 and issued 400,000 shares of common stock. Our option will expire
on August 15, 2001. If we exercise our option, we will be required to enter into
a formal agreement, pay a significant amount of money to Indicator and agree to
undertake substantial exploration activities. We do not have sufficient funds at
this time to exercise our option and fulfill the required obligations.

         On June 15, 2001, we entered into a participation agreement with
Brothers Oil and Gas Inc. and Dasher Energy Corp. to acquire a 5% working
interest in an oil and gas prospect called the Coalinga Nose Property. The
property is located in Fresno County, California, and consists of approximately
8,700 acres. In exchange for our interest, we paid Brothers US$50,000 and Dasher
US$15,000. We also agreed to issue 300,000 shares of common stock to Dasher, and
pay 100% of the initial test well to earn a 37% net revenue interest on the
initial well, and a 28.125% net revenue interest on all subsequent wells.

         To date, we have not generated any revenues from mineral exploration,
product sales, royalties or license fees. We plan to conduct exploration
activities to the extent that we can obtain the necessary cash to do so.

         Our principal executive offices are located at 595 Hornby Street, Suite
600, Vancouver, British Columbia V6C 1A4 Canada. Our telephone number is (604)
669-1040.

                                       3
RISK FACTORS

         An investment in the common stock being offered for resale by the
selling shareholders is very risky. You should carefully consider the risk
factors described below, together with all other information in this prospectus
before making an investment decision. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occurs, our
business, financial conditions or operating results could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

WE HAVE A HISTORY OF OPERATING LOSSES, HAVE NOT YET GENERATED ANY REVENUES, AND
HAVE NO ONGOING BUSINESS.

         Although we have been in existence since June 1997, we have not yet
generated any revenues. Additionally, we have a limited operating history upon
which potential investors may evaluate our performance. Through March 31, 2001,
we have generated an accumulated deficit of $1,020,779. For the years ended
December 31, 2000 and 1999, we incurred net losses of $90,464 and $470,937,
respectively. We have no operations and we cannot assure you that we will be
able to commence exploration activities. Further, we do not have any significant
assets or financial resources. We will incur operating expenses without
corresponding revenues for the foreseeable future. This will result in our
incurring a net operating loss that will increase continuously until we are able
to generate sufficient revenues. There is no assurance that we will be able to
generate sufficient revenues from our exploration activities.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

         The report of our independent auditors includes an explanatory
paragraph relating to the uncertainty of our ability to continue as a going
concern. We have suffered significant operating losses since inception and
require additional financing. Our financial statements do not include any
adjustments that might result from the outcome of that uncertainty. We cannot
assure you that we will be able to locate and extract commercially feasible
minerals, oil or gas.

WE DO NOT GENERATE ANY REVENUES AND WE RELY ENTIRELY UPON OUTSIDE FINANCING.

         Because of our inability to generate revenues, we rely entirely upon
external sources of financing. We will need external financing to continue begin
our exploration activities. Sources of external financing may include bank
borrowings, joint ventures, and future debt and equity offerings. We cannot
assure you that financing will be available on acceptable terms, or at all. Our
failure to obtain external financing will have a material adverse effect on our
results of operations and financial condition. If we cannot obtain external
funding when needed, we may be forced to cease operations and abandon our
properties, at which time you may lose your entire investment.

WE EXPECT TO ENCOUNTER RISKS FREQUENTLY FACED BY EARLY STAGE COMPANIES.

         To date, we have not generated any revenues from operations to fund
ongoing operational requirements and cash commitments. We have a limited
operating history and our operations are subject to all of the risks inherent in
a new business enterprise engaged in mineral, oil and gas exploration. The
likelihood of our success must be considered in light of the expenses,
difficulties and delays frequently encountered in connection with the start-up
of new businesses, those historically encountered by us, and the competitive
environment in which we operate.

THE EXPLORATION OF OUR PROPERTIES ARE SUBJECT TO DELAYS.

         We plan to conduct exploration activities to the extent that we can
obtain the necessary cash to do so. There can be no assurance that:

         *        we will be able to obtain the necessary cash to commence and
                  continue exploration activities;

                                       4
*        the exploration of our properties will be completed on a
                  timely basis, if at all;

         *        the results will warrant development operations; and

         *        the exploration costs associated with the exploration of our
                  properties will not be higher than anticipated.

         If the actual cost to complete our exploration activities is
significantly higher than what we expect, we cannot assure you that we will have
enough funds to cover these costs or that we will be able to obtain alternative
sources of financing to cover these costs. Unexpected cost increases or the
failure to obtain necessary project financing on acceptable terms, or on a
timely basis, will have a material adverse effect on our future results of
operations and financial condition.

WE ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL LAW AND REGULATION.

         Canada and the United States have laws and regulations which control
the exploration of mineral, oil and gas properties and their effects on the
environment, including air and water quality, mine reclamation, waste handling
and disposal, the protection of different species of animals, and the
preservation of lands. These laws and regulations will require us to acquire
permits and other authorizations for certain activities. We cannot assure you
that we will be able to acquire the necessary permits or authorizations on a
timely basis, if at all. Delays in acquiring any permit or authorization could
increase our exploration costs.

         Environmental legislation is evolving in a manner that will likely
require stricter standards and enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects,
and a heightened degree of responsibility for us. We cannot predict what
environmental legislation or regulations will be enacted or adopted in the
future or how future laws and regulations will be administered or interpreted.
Compliance with more stringent laws and regulations, as well as potentially more
vigorous enforcement policies or regulatory agencies or stricter interpretation
of existing laws, may (1) necessitate significant capital outlays, (2) cause us
to delay, terminate or otherwise change our intended activities with respect to
our property and (3) materially and adversely effect our future operations.

         Furthermore, we have not sought a complete environmental analysis of
our properties and have not conducted a comprehensive review of the
environmental laws and regulations. To the extent that we are subject to
environmental requirements or liabilities, the cost of compliance with these
requirements and the satisfaction of these liabilities will increase our costs.
If we are unable to fully fund the cost of remediation of any environmental
condition, we may be required to suspend or terminate our operations, and you
could loose your entire investment.

EXPLORATION ACTIVITIES ARE HIGHLY SPECULATIVE, INVOLVE SUBSTANTIAL EXPENDITURES,
AND MAY BE NON-PRODUCTIVE.

         Our exploration activities are highly speculative in nature and may be
non-productive. Substantial expenditures are required to:

         *        establish ore, oil and gas reserves through drilling and
                  metallurgical and other testing techniques;

         *        determine metal content and metallurgical recovery processes
                  to extract metal from the ore; and

         *        construct, renovate or expand mining and processing
                  facilities.

         If we discover ore, oil or gas, it usually takes several years from the
initial phase of exploration until development is possible. During this time,
the economic feasibility of development may change. As a result of these
uncertainties, we cannot assure you that our exploration activities will result
in proven or probable reserves of sufficient quantities to justify development
or production.

                                       5
TITLE TO OUR PROPERTY MAY BE CHALLENGED.

         Our policy is to seek to confirm the validity of our rights to our
properties. However, we cannot guarantee that title to our property will not be
challenged or impugned. Title insurance generally is not available and our
ability to ensure that we have a secure claim to our exploration properties may
be severely constrained. We have not conducted a survey of our properties and
their precise area and location may be in doubt. Accordingly, our properties may
be subject to prior unregistered agreements, transfers to claims, and title may
be affected by, among other things, undetected defects. In addition, we may be
unable to operate our properties as permitted or to enforce our perceived
rights.

WE CANNOT INSURE AGAINST ALL OF THE RISKS ASSOCIATED WITH OUR EXPLORATION
ACTIVITIES.

         Our exploration activities are subject to a number of risks and
hazards, including:

         *        adverse environmental effects;

         *        industrial accidents;

         *        labor disputes;

         *        technical difficulties due to unusual or unexpected geologic
                  formations;

         *        failures of pit walls; and

         *        flooding and periodic interruptions due to inclement or
                  hazardous weather conditions.

         These risks can result in, among other things:

         *        damage to, and destruction of, our properties;

         *        personal injury;

         *        delays or cessation in our exploration activities;

         *        monetary losses; and

         *        legal liability.

         Although we intend to maintain insurance within ranges of coverage
consistent with industry practice, we cannot assure you that insurance will be
available at economically feasible premiums. Insurance against environmental
risks is not generally available, and we may elect to not seek coverage for all
risks. In addition, not all risks associated with exploration activities are
included in coverage, and the risks that are included may result in liabilities
which exceed policy limits. The occurrence of an event that is not fully
covered, or covered at all, by insurance, could have a material adverse effect
on our financial condition and results of operations.

THE LOSS OF OUR OFFICERS AND DIRECTORS COULD NEGATIVELY IMPACT OUR CHANCES FOR
SUCCESS.

         Management anticipates devoting up to 45 hours per month to our
business. We have not entered into an employment agreement with our officers and
do not expect to do so in the foreseeable future. We have not obtained key man
life insurance on our officers and directors. Notwithstanding the combined
limited experience and time commitment of management, loss of the services of
any of these individuals would adversely affect development of our business and
our likelihood of continuing operations.

                                       6
OUR OFFICERS AND DIRECTORS COULD PARTICIPATE IN A CONFLICTS OF INTEREST
TRANSACTION.

         Our officers and directors may participate in business ventures which
could be deemed to compete directly with us. Additional conflicts of interest
and non-arm's length transactions may also arise in the event our officers and
directors are involved in the management of any firm with which we transact
business.

OUR STOCK PRICE WILL FLUCTUATE AFTER THIS OFFERING, WHICH COULD RESULT IN
SUBSTANTIAL LOSSES FOR INVESTORS.

         The market price for our common stock may fluctuate significantly in
response to a number of factors, some of which are beyond our control. These
factors include:

         *        Quarterly variations in operating results;

         *        Changes in financial estimates by securities analysts;

         *        Publicity about our company;

         *        Additions or departures of key personnel;

         *        Any future sales of our common stock or other securities; and

         *        Stock market price and volume fluctuations of publicly-traded
                  companies.

         These and other external factors have caused and may continue to cause
the market price and demand for our common stock to fluctuate substantially,
which may limit or prevent investors from readily selling their shares of common
stock and may otherwise negatively affect the liquidity of our common stock.

         In the past, securities class action litigation has often been brought
against companies following periods of volatility in the market price of their
securities. If securities class action litigation is brought against us it could
result in substantial costs and a diversion of our management's attention and
resources, which could hurt our business.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION THAT MAY AFFECT THE
LIQUIDITY FOR OUR COMMON STOCK.

         Our common stock is subject to regulations of the Securities and
Exchange Commission relating to the market for penny stocks. These regulations
generally require that a disclosure schedule explaining the penny stock market
and the risks associated therewith be delivered to purchasers of penny stocks
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors. The
regulations applicable to penny stocks may severely affect the market liquidity
for our common stock and could limit your ability to sell your securities in the
secondary market.

TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED THEREBY
MAKING IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES OF OUR COMMON
STOCK.

         Our common stock trades on the OTC Bulletin Board. The OTC Bulletin
Board is not an exchange and, because trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on an
exchange or NASDAQ, you may have difficulty reselling any of the shares that you
purchase from the selling shareholders.

YOU MAY SUFFER DILUTION FROM THE EXERCISE OR CONVERSION OF OUR OPTIONS,
WARRANTS, AND CONVERTIBLE SECURITIES.

         There are outstanding options, warrants, and convertible securities to
acquire shares of our common stock. If any of the outstanding options, warrants,
and convertible securities are exercised or converted, your percentage ownership
in will be reduced. So long as these options, warrants, and convertible
securities are exercisable, the

                                       7
holders will have the opportunity to profit from a rise in the price of our
common stock. The existence of such options, warrants, and convertible
securities may adversely affect the terms on which we can obtain additional
financing. The holders of such options, warrants, and convertible securities can
be expected to exercise them at a time when we would probably be able to obtain
additional capital by an offering of our common stock at a price higher than the
exercise price of these outstanding options, warrants, and convertible
securities.

WE MAY HAVE DIFFICULTIES ENFORCING THE LEGAL PROCESS.

         Service of process upon individuals or firms that are not resident in
the United States may be difficult to obtain within the United States. Some of
our officers and directors reside outside the United States. Furthermore, since
most of our assets are located outside the United States, any judgment obtained
in the United States against us or such persons may not be collectible within
the United States.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This reoffer prospectus contains forward-looking statements that
involve risks and uncertainties. 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," "except," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," as
well as the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.
In evaluating these statements, you should specifically consider various
factors, including the risks described above and in other parts of this
prospectus. These factors may cause our actual results to differ materially from
any forward-looking statement. 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.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholder.

                              SELLING STOCKHOLDERS

         The selling stockholders acquired or will acquire beneficial ownership
of all shares to be registered under this reoffer prospectus through stock
options granted by us. The selling stockholders are officers and/or directors of
our company. The following table shows the number of shares of common stock
beneficially owned by them and the number of shares of common stock that they
may sell from time to time under this reoffer prospectus:
NUMBER OF
                                   SHARES         NUMBER OF           SHARES           PERCENTAGE OF SHARES BENEFICIALLY
                                BENEFICIALLY    SHARES SUBJECT        BEING                         OWNED (3)
SELLING STOCKHOLDR                OWNED (1)
TO OPTIONS (2)
REGISTERED         BEFORE OFFERING    AFTER OFFERING
Robert Grace                      700,000           700,000          700,000                5.1%               0.0%

David Duval                       200,000           200,000          200,000                1.5%               0.0%
---------------
(1)
Represents shares owned beneficially by Messrs. Grace and Duval,
         including shares that they have the right to acquire within 60 days of
         the date of this reoffer prospectus.

(2)
Includes shares of our common stock underlying options granted to
         Messrs. Grace and Duval, whether or not exercisable as of, or within 60
         days of, the date of this reoffer prospectus.

                                       8
(3)
Based on 13,128,546 shares outstanding on the date of this reoffer
         prospectus.
PLAN OF DISTRIBUTION

         Messrs. Grace and Duval may, from time to time, elect to sell all or a
portion of the shares offered under this prospectus in the over-the-counter
market. Sales are anticipated to be made at market prices prevailing at the
times of such sales. Messrs. Grace and Duval may also make private sales
directly or through a broker or brokers, who may act as agent or principal.
Further, they may choose to dispose of the shares offered under this prospectus
by gift to a third party or as a donation to a charitable or other non-profit
entity. In connection with any sales, Messrs. Grace and Duval and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The amount of securities to be reoffered or resold by
means of this reoffer prospectus, by Messrs. Grace and Duval, and any other
person with whom they are acting in concert for the purpose of selling our
securities, may not exceed, during any three month period, the amount specified
in Rule 144(e) under the Securities Act.

         Any broker-dealer participating in such transactions as agent may
receive commissions from Messrs. Grace and Duval (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Messrs. Grace and
Duval will pay usual and customary brokerage fees. Broker-dealers may agree with
them to sell a specified number of shares at a stipulated price per share, and,
to the extent such a broker-dealer is unable to do so acting as agent for
Messrs. Grace and Duval, to purchase as principal any unsold shares at the price
required to fulfill the broker-dealer commitment to them. Broker-dealers who
acquire shares as principal may thereafter resell such shares from time to time
in transactions (which may involve crosses and block transactions and which may
involve sales to and through other broker-dealers, including transactions of the
nature described above) in the over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
commissions from the purchasers of such shares.

         We have advised Messrs. Grace and Duval that the anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of Messrs. Grace and Duval
and their affiliates. In addition, we will make copies of this reoffer
prospectus available to Messrs. Grace and Duval and have informed them of the
possible need for delivery of copies of this reoffer prospectus to purchasers on
or prior to sales of the shares offered under this reoffer prospectus. Messrs.
Grace and Duval may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.

         Any securities covered by this reoffer prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under those rules
rather than pursuant to this reoffer prospectus.

         There can be no assurance that Messrs. Grace and Duval will sell any or
all of the shares of common stock offered under this reoffer prospectus.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 78.7502 of the Nevada General Corporation Law and Article VI of
the our articles of incorporation permit us to indemnify our officers and
directors and certain other persons against expenses in defense of a suit to
which they are parties by reason of such office, so long as the persons
conducted themselves in good faith and the persons reasonably believed that
their conduct was in our best interests or not opposed to our best interests,
and with respect to any criminal action or proceeding, had no reasonable cause
to believe their conduct was unlawful.

                                       9
Indemnification is not permitted in connection with a proceeding by or in the
right of the corporation in which the officer or director was adjudged liable to
the corporation or in connection with any other proceeding charging that the
officer or director derived an improper personal benefit, whether or not
involving action in an official capacity.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in that act and is therefore unenforceable.

                                  LEGAL MATTERS

         Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado will pass
upon the validity of the common stock offered hereby for us.

                                     EXPERTS

         The financial statements as of December 31, 2000 and 1999 and for each
of the three previous years are incorporated by reference in this reoffer
prospectus in reliance on the report of Steele & Co., independent accountants,
which is also incorporated herein by reference, in reliance upon their authority
as experts in accounting and auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Securities and Exchange
Commission are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

     o   Amendment No. 3 to our Registration Statement on Form 10-SB filed
         September 13, 2000;
     o   our Current Reports on Form 8-K dated February 28, 2001, April 12,
         2001, and June 14, 2001;
     o   our Annual Report on Form 10-KSB for the year ended December 31, 2000;
     o   our Quarterly Reports on Form 10-QSB for the quarter ended March 31,
         2001;
     o   the description of our common stock, par value $.001 per share,
         contained in Part I, Item 8 of Amendment No. 3 to our Registration
         Statement on Form 10-SB filed on September 13, 2000; and
     o   all reports and other documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
         filing of a post-effective amendment which indicates that all
         securities offered hereby have been sold or which deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of the filing of
         such reports and documents.

         We will furnish without charge to each person to whom the reoffer
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all of the documents incorporated by reference (other than exhibits
to such documents). Requests should be directed to the attention of Robert Grace
at Fairchild International Corporation, 595 Hornby Street, Suite 600, Vancouver,
British Columbia V6C 1A4 Canada, telephone number (604) 669-1040.

                                       10
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, with respect to the
common stock offered by this reoffer prospectus. As permitted by the rules and
regulations of the Commission, this reoffer prospectus, which is a part of the
registration statement, omits certain information, exhibits, schedules and
undertakings set forth in the registration statement. For further information
pertaining to our company and the common stock offered hereby, reference is made
to such registration statement and the exhibits and schedules thereto. A copy of
the registration statement may be inspected without charge at the Public
Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the SEC's regional offices located at the Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of all or any part of the
registration statement may be obtained from such offices upon the payment of the
fees prescribed by the SEC. For further information, please call the SEC at
1-800-SEC-0330. In addition, registration statements and certain other filings
made with the Commission through its Electronic Data Gathering, Analysis and
Retrieval system, including our registration statement and all exhibits and
amendments to our registration statements, are publicly available through the
Commission's website at http://www.sec.gov.

         We are subject to the information and reporting requirements of the
Exchange Act and, in accordance therewith, will file periodic reports, proxy
statements and other information with the Securities and Exchange Commission.

                                       11
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION BY REFERENCE

The following  documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)      Amendment  No.  3  to  the   Registration   Statement  of  the
                  Registrant on Form 10-SB filed September 13, 2000,  Commission
                  File No. 0-28305.

         (b)      Current  Reports of the  Registrant on Form 8-K dated February
                  28, 2001,  April 12, 2001, and June 14, 2001,  Commission File
                  No. 0-28305.

         (c)      Annual  Report of the  Registrant  on Form 10-KSB for the year
                  ended December 31, 2000, Commission File No. 0-28305.

         (d)      Quarterly  Report of the  Registrant  on Form  10-QSB  for the
                  quarter ended March 31, 2001, Commission File No. 0-28305.

         (e)      the description of the  Registrant's  common stock,  par value
                  $.001 per share,  contained in Part I, Item 8 of Amendment No.
                  3 to  the  Registration  Statement  on  Form  10-SB  filed  on
                  September 13, 2000.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934 after the date of this registration
statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
registration  statement  which indicates that all securities  offered  hereunder
have been sold, or which  deregisters all securities then remaining unsold under
this registration statement,  shall be deemed to be incorporated by reference in
this  registration  statement  and to be part  hereof from the date of filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section  78.7502 of the Nevada  General  Corporation  Law and  Article VI of the
Company's Articles of Incorporation permit the Company to indemnify its officers
and directors and certain other persons against expenses in defense of a suit to
which  they  are  parties  by  reason  of such  office,  so long as the  persons
conducted  themselves  in good faith and the persons  reasonably  believed  that
their  conduct  was in the  Company's  best  interests  or  not  opposed  to the
Company's best interests, and with respect to any criminal action or proceeding,
had no reasonable  cause to believe their conduct was unlawful.  Indemnification
is not  permitted  in  connection  with a  proceeding  by or in the right of the
corporation  in which  the  officer  or  director  was  adjudged  liable  to the
corporation or in connection with any other proceeding charging that the officer
or  director  derived an improper  personal  benefit,  whether or not  involving
action in an official capacity.

                                      II-1
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS
Exhibit
    Number      Description of Document
4.1       Stock Option Granted to Robert Grace

     4.2       Stock Option Granted to David Duval

     4.3       Stock Option Granted to David Stadnyk

     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.

    23.1       Consent of Steele & Co.

    23.2       Consent of Dill Dill Carr Stonbraker & Hutchings, P.C.(incorporated by reference into Exhibit 5.1)
ITEM 9.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(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;

         (ii)     To reflect in the  prospectus any facts or event arising after
                  the effective date of the 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  the   registration   statement.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent not more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective registration statement.

         (iii)    To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  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.

                                      II-2
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 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.

Insofar as  indemnification  for liability  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,  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 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.

                                      II-3
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 Vancouver,  Province of British Columbia,  Canada, on
July 16, 2001.

                                        FAIRCHILD INTERNATIONAL CORPORATION

                                        By: /s/ ROBERT GRACE
                                          -------------------------------------
                                          Robert Grace, President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  person in the  capacities and on the
date indicated.
SIGNATURE                                        TITLE                                       DATE
/s/ROBERT GRACE                                  President and Director
-------------------------------                  (Principal Executive, Financial and         July 16, 2001
Robert Grace                                     Accounting Officer)
II-4