FORM 4

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form 5 obligations may
continue. See Instructions 1(b)

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public

Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X] Director [ ] 10% Owner [ ] Officer (give title below) [ ] Other (specify below)

THORNTON

JOHN

FAIRCHILD INTERNATIONAL CORPORATION - FRCD

(Last)

(First)

(Middle)

Suite 600, 595 Hornby Street

3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) -

4. Statement for Month/Year 01/2003

7. Individual or Joint/Group Filing (Check applicable line) [X] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person

(Street)

6. If Amendment, Date of Original (Month/Day/Year) -

Vancouver, British Columbia, Canada V6C 1A4

(City, State, Zip) * If the Form is filed by more than one Reporting Person, see Instructions 4(b)(v).

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/ Day/Year)

3 Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)

6 Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Common Stock

01/0717/03

~~230~~35,000

$0.~~075~~098

~~230~~195,000

01/17/03

195,000

$0.10

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)

(Print or Type Response)

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month, Day, Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exer- cisable

Expira- tion Date

Title

Amount or Number of Shares

Stock Options

$0.075

01/07/03

230,000

07/09/02

07/09/05

Common

250,000

$0.075

20,000

Explanation of Responses:

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

/s/ John Thornton

January 817, 2003

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

**Signature of Reporting Person

Date

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure.

Filing Compare · THORNTON JOHN