SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



         Date of Report (Date of earliest event reported) APRIL 12, 2001

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

           NEVADA                       0-28305                 91-1880015
(State or other jurisdiction of       (Commission              (IRS Employer
        incorporation)                File Number)           Identification No.)

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

        Registrant's telephone number, including area code (604) 669-1040

    856 HOMER STREET, SUITE 100, VANCOUVER, BRITISH COLUMBIA, V6B 2W5 CANADA
          (Former name or former address, if changed since last report)

















ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

         Not applicable.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         Not applicable.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

         Not applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Not applicable.

ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

         The registrant  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.  The
         registrant  is to pay a total of  US$30,000  in cash and issue  400,000
         shares of its common stock. In addition,  the registrant is 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  and  a  2%  gross   overriding   royalty  on  diamond
         production. A copy of the agreement is attached hereto as Exhibit 10.1.

         The registrant  plans to conduct  exploration  activities to the extent
         that it can obtain the necessary cash to do so.

         On May 2, 2001,  Robert D. Grace became the president,  chief executive
         officer,  and  director  of  the  registrant.  Byron  Cox  remains  the
         secretary and treasurer.

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS

         Not applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial statements of businesses acquired:  Not applicable

         (b)      Pro forma financial information: Not applicable.

         (c)      Exhibits:




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         REGULATION
         S-B NUMBER                         DOCUMENT

                    
          10.1         Letter of Agreement with Hunter Exploration Group dated
                       April 12, 2001


ITEM 8.  CHANGE IN FISCAL YEAR

         Not applicable.

ITEM 9.  REGULATION FD DISCLOSURE

         Not applicable

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        FAIRCHILD INTERNATIONAL
                                        CORPORATION



May 2, 2001                             By:  /S/ BYRON COX
                                           ------------------------------------
                                           Byron Cox, Secretary








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