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: 2 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 3