As filed on August 8, 2001                  Registration Statement No. 333-65380
--------------------------------------------------------------------------------


                                  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 WINSTON CABELL
                           STOCK OPTION TO PETER MILES
                              (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>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                PROPOSED
                                                     PROPOSED                   MAXIMUM
  TITLE OF SECURITIES        AMOUNT TO BE        MAXIMUM OFFERING         AGGREGATE OFFERING          AMOUNT OF
    TO BE REGISTERED          REGISTERED         PRICE PER SHARE                 PRICE            REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

<S>                            <C>                    <C>                      <C>                     <C>
Shares of common                350,000               $0.09(2)<F2>             $31,500(2)<F2>          $7.88
stock underlying               shares(1)<F1>
stock option to
Winston Cabell
-------------------------------------------------------------------------------------------------------------------

Shares of common                300,000               $0.09(2)<F2>             $27,000(2)<F2>          $6.75
stock underlying               shares (1)<F1>
stock option to
Peter Miles
-------------------------------------------------------------------------------------------------------------------

TOTAL                           650,000                                        $58,500(2)<F2>          $14.63
                               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.


                                     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,  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>


                                     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

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

   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------

     4.1       Stock Option Granted to Winston Cabell
--------------------------------------------------------------------------------

     4.2       Stock Option Granted to Peter Miles
--------------------------------------------------------------------------------

     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.


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


                                      II-2

<PAGE>


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
August 7, 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

                       President and director
                       (Principal Executive, Financial and
                       Accounting Officer)
/s/ ROBERT GRACE                                               August 7, 2001
------------------                                            ----------------
[{"type": "S-8", "sequence": "1", "filename": "s-8reg.txt", "description": "FORM S-8 REG. STMT. AUG 2001", "secsgml_size_bytes": 14965}]
{"company-data": {"conformed-name": "FAIRCHILD INTERNATIONAL CORP", "cik": "0001096550", "assigned-sic": "9995", "irs-number": "911880015", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67558", "film-number": "1714989"}, "business-address": {"street1": "595 HORNBY STREET STE 600", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6B 2W5", "state": "A1", "zip": "00000", "phone": "6046691040"}, "mail-address": {"street1": "595 HORNBY ST STE 600", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6B 2W5", "state": "A1"}}
As filed on August 8, 2001                  Registration Statement No. 333-65380
--------------------------------------------------------------------------------

                                  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 WINSTON CABELL
                           STOCK OPTION TO PETER MILES
                              (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
                                                     PROPOSED                   MAXIMUM
  TITLE OF SECURITIES        AMOUNT TO BE        MAXIMUM OFFERING         AGGREGATE OFFERING          AMOUNT OF
    TO BE REGISTERED          REGISTERED         PRICE PER SHARE                 PRICE            REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Shares of common                350,000               $0.09(2)
$31,500(2)
$7.88
stock underlying               shares(1)
stock option to
Winston Cabell
-------------------------------------------------------------------------------------------------------------------

Shares of common                300,000               $0.09(2)
$27,000(2)
$6.75
stock underlying               shares (1)
stock option to
Peter Miles
-------------------------------------------------------------------------------------------------------------------

TOTAL                           650,000                                        $58,500(2)
$14.63
                               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.

                                     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,  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.
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 Winston Cabell
--------------------------------------------------------------------------------

     4.2       Stock Option Granted to Peter Miles
--------------------------------------------------------------------------------

     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.

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

                                      II-2
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
August 7, 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

                       President and director
                       (Principal Executive, Financial and
                       Accounting Officer)
/s/ ROBERT GRACE                                               August 7, 2001
------------------                                            ----------------