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

                                FORM 10-KSB

(Mark One)
X    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934
     FOR THE FISCAL YEAR ENDED MAY 31, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
     For the transition period from __________________  to __________________

                      Commission file number: 0-28627

                        PRAXIS PHARMACEUTICALS INC.
               (Name of small business issuer in its charter)

                UTAH                                   98-0173610
   (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                Identification No.)

 666 BURRARD STREET, SUITE 1220, VANCOUVER, BRITISH COLUMBIA V6C 2X8 CANADA
            (Address of principal executive offices) (Zip Code)

                 Issuer's telephone number: (604) 688-7640

    Securities registered under Section 12(b) of the Exchange Act: NONE

       Securities registered under Section 12(g) of the Exchange Act:

                       COMMON STOCK, $.001 PAR VALUE
                              (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.     Yes [ ] No [X]

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:  $-0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $1,439,110 AS OF OCTOBER 21, 2003

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  19,791,747 SHARES OF COMMON STOCK AS
OF MAY 31, 2003

Transitional Small Business Disclosure Format (Check one):  Yes      ; No   X
                                                               ------    ------
<PAGE>


                                   PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

         Praxis  Pharmaceuticals Inc. ("Praxis" or the "Company") was originally
formed in response  to an  apparent  market  opportunity  in the  pharmaceutical
industry for small  molecular  agents capable of moderating  disease  responses.
During the past  several  months,  Praxis has decided to pursue  other  business
opportunities,  as it has been unable to obtain  funding for its  pharmaceutical
projects.

BACKGROUND AND CORPORATE STRUCTURE

         Praxis  Pharmaceuticals,  Inc. was  incorporated on June 20, 1997 under
the laws of the  State of  Nevada.  In June  1998,  Praxis-Nevada  engaged  in a
reverse acquisition  transaction with Micronetics,  Inc., a company incorporated
in Utah on December 31, 1981,  where the  shareholders of  Praxis-Nevada  gained
control  over   Micronetics.   Micronetics  then  changed  its  name  to  Praxis
Pharmaceuticals Inc. Immediately after the reverse acquisition transaction,  the
shareholders of Praxis-Nevada  held  approximately 98% of the outstanding shares
of the Company.  Praxis-Nevada  was merged into the Company  effective  June 30,
2002, thereby eliminating Praxis-Nevada as a subsidiary of the Company.

         A wholly owned Australian subsidiary,  Praxis Pharmaceuticals Australia
Pty.  Ltd.  (ACN 082 811 630) was formed in June 1998 as a private  company.  In
October 1999 an equity  investment  was made in this  subsidiary  by  Rothschild
Bioscience  Managers  Ltd.,  which  reduced  Praxis'  equity  ownership  to 35%.
Praxis-Australia changed its name to "Pharmaxis Ltd" in June 2002. An additional
equity  investment was made in Pharmaxis in August 2002,  which reduced  Praxis'
equity ownership to 19.6%.  Praxis anticipates that its equity ownership will be
further  reduced  to 11.2% upon  completion  of an initial  public  offering  by
Pharmaxis.

         A second wholly owned  Australian  subsidiary,  Praxis  Pharmaceuticals
International Pty. Ltd. (ACN 092 654 870)  ("Praxis-International"),  was formed
on May 2, 2000. Praxis-International is in the process of being dissolved.

         On September  23, 2003,  Praxis  entered into a  non-binding  letter of
intent with Patch Energy,  Inc., a private British Columbia corporation involved
in the  exploration,  development  and  production  of oil and natural  gas. The
parties have not yet entered into a definitive  agreement.  If Praxis  completes
its proposed  acquisition  of Patch Energy,  the only  remaining  interests that
Praxis  would  have in the  pharmaceutical  industry  would be its  holdings  in
Pharmaxis and possibly a royalty  arrangement with Clearcoll Pty. Ltd. discussed
below. The majority  shareholder of Patch Energy is David Stadnyk, the president
and a director of the Company.

PATENTS AND LICENSE RIGHTS

         The  Company  has  obtained  exclusive  licenses  to  exploit  and  use
intellectual  property  possessed by the Australian  National  University in the
area of phosphosugars and their analogues,  covered by the University's  patents
(including  USA  5506210,  European  89909685.3,  International  WO90/01938  and
Australia PO3098/96).

         Anutech  Pty  Limited   ("Anutech"),   the  commercial   subsidiary  of
Australian National  University,  originally granted a license to the Company in
October  1997.  This earlier  agreement  was  superseded  by an agreement  dated
October 14, 1999. The Company's  exclusive worldwide license pertains to the use
of  phosphosugars  as  nutraceuticals  (foods that  provide  medicinal or health
benefits),  complementary  medicines,  or  cosmetics.  The license  specifically
excludes  the use of  phosphosugars  as  prescription  therapeutics  and topical
application  for wound care.  As  consideration  for the license,  Anutech is to
receive a 4% royalty on net sales of products,  50% of all royalty income on net
sales of products received from sublicensees, and 15% of all sublicense fees.

         Anutech has also granted  Pharmaxis the exclusive  worldwide license to
the  use  of  phosphosugars  as  prescription  therapeutics,   and  the  license
specifically excludes the uses granted to the Company. Anutech is to

                                       2

<PAGE>

receive 2% of all amounts received by Pharmaxis or any sublicensee in connection
with the licensed intellectual property or related products.

         In addition to the licenses  described  above,  Praxis owns two patents
that  relate to agents for use in  immunosuppression  and  transplant  rejection
(US5691346 and US 5837709).  Praxis has chosen not to develop this technology at
this time.

         PHARMAXIS. As of August 31, 2002, Pharmaxis received private funding of
approximately  US$5.16 million,  thereby reducing the Company's equity ownership
to  19.6%.  On  September  26,  2003,  Pharmaxis  lodged a  prospectus  with the
Australian Securities and Investments  Commission for an initial public offering
and listing on the Australian  Stock Exchange  (ASX).  Pharmaxis  seeks to raise
approximately  US$14.7 million through the offer of 42 million  ordinary shares.
The  offering is expected  to close on October 31,  2003.  If all of the offered
shares  are sold,  the  Company's  equity  ownership  would be reduced to 11.2%,
excluding any oversubscriptions.  Praxis anticipates that it will not be able to
sell any of its Pharmaxis  shares for a period of 24 months from the  completion
of the initial public offering due to ASX requirements.

         Pharmaxis is pursuing the development of proprietary  therapeutics  far
chronic  respiratory  diseases,  such as cystic frbrosis and chronic bronchitis,
and autoimmune  diseases,  such as rheumatoid  arthritis and multiple sclerosis.
Pharmaxis is also developing an improved lung function test for diseases such as
asthma.

         PRAXIS-INTERNATIONAL.  In June 2001,  Praxis-International entered into
an agreement  with Clearcoll Pty Ltd. of Annandale,  New South Wales,  Australia
(CAN 076 764 013), to jointly  research and develop  materials for the treatment
of wrinkles by injection or topical  delivery of novel compounds  resulting from
the joint  development  program.  Clearcoll  was given the right to  negotiate a
license  to  market  the  materials  under  conditions  to be  determined  after
successful product development.

         Praxis-International   filed  a  patent  application  in  Australia  on
February  15,  2002 for agents in the  treatment  of skin  wrinkles  (Australian
Provisional  Patent  Application  PS0528).  The invention covered by this patent
application,  as well as all  related  know-how  was  assigned to  Clearcoll  by
Assignment  of  Invention  dated  February  15,  2003.  Under  the  terms of the
assignment,   Clearcoll  became  responsible  for  all  costs  relating  to  the
prosecution of this patent  application and has agreed to pay royalties equal to
one percent of net sales of commercial  products made  according to the assigned
technology (or two percent of commercial  products  falling within a valid claim
of the patent  application)  and five  percent of non-sales  revenue.  Non-sales
revenue  encompasses  income  received  by  Clearcoll  through  the  assignment,
subcontracting,   licensing,  or  sub-licensing  of  the  patent  rights,  after
deducting costs of negotiating,  concluding,  and  administering the assignment,
sub-contract, license, or sub-license.

RESEARCH AND DEVELOPMENT

         During  the  fiscal  years  ended May 31,  2003 and 2002,  the  Company
incurred $nil and $26,807 in research costs, respectively.

GOVERNMENT REGULATION

         As of the date of this filing,  Praxis does not conduct any operations.
It has a minority interest in Pharmaxis,  a pharmaceutical company in Australia,
and a royalty arrangement with Clearcoll Pty. Ltd., an Australian pharmaceutical
company.  Approval  of a product by a  regulatory  authority  comparable  to the
United  States'  Food and Drug  Administration  (FDA) must be  obtained  in most
foreign  countries prior to the commencement of marketing of the product in that
country.  The approval  procedure varies from country to country and may involve
additional testing,  and the time required may differ from that required for FDA
approval.  In general each country has its own procedure and requirements,  many
of which are time consuming and expensive. Thus, substantial delays in obtaining
required approvals from foreign regulatory  authorities may be encountered after
the relevant applications are filed. After such approvals are obtained,  further
delays may be encountered before the products become commercially available.


                                       3
<PAGE>


COMPETITION

         Pharmaxis and Clearcoll  face  significant  competition  in the area of
pharmaceutical research. Due to their small size, it can be assumed that most if
not all of its competitors have significantly greater financial,  technical, and
other resources. These competitors may be able to respond more quickly to new or
emerging  technologies than Pharmaxis and Clearcoll can. Also, their competitors
and potential  competitors  have greater name  recognition  and ability to enter
into strategic  partnerships to engage in new research and development  efforts.
To compete,  Pharmaxis and  Clearcoll  may be forced to narrow their  respective
research and development focuses, reducing their likelihood for success.

EMPLOYEES

         As of  August  31,  2003,  the  Company  did  not  have  any  full-time
employees.

         The Company's opportunity for success depends largely upon the efforts,
abilities, and decision-making of its directors and executive officers. The loss
any of the Company's key personnel  could, to varying  degrees,  have an adverse
effect on its operations and research and development  efforts.  The loss of any
one of them would have a material  adverse  affect on the  Company.  The Company
does not currently maintain "key-man" life insurance on its executive officers.


ITEM 2.  DESCRIPTION OF PROPERTY.

         The  Company  does not own real  property.  The Company  shares  office
facilities in Vancouver,  British Columbia,  for its executive  offices,  and is
charged for office and rent and  administrative  services on a proportional cost
basis  by  an  affiliate.   See  Item  12.  Certain  Relationships  and  Related
Transactions.


 ITEM 3. LEGAL PROCEEDINGS.

         None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.
















                                       4
<PAGE>


                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Praxis' common stock has been traded on the "Pink Sheets" since June 3,
2003. It was traded  over-the-counter  from November 21, 2000 to June 3, 2003 on
the OTC Bulletin Board. The following table sets forth the range of high and low
bid  quotations  for each fiscal  quarter for the last two fiscal  years.  These
quotations  reflect  inter-dealer  prices without retail mark-up,  markdown,  or
commissions and may not necessarily represent actual transactions.

                                                 BID PRICES
2002 FISCAL YEAR                       HIGH                         LOW

Quarter ending 08/31/01               $0.23                        $0.06
Quarter ending 11/30/01               $0.22                        $0.07
Quarter ending 02/28/02               $0.14                        $0.07
Quarter ending 05/31/02               $0.10                        $0.06

2003 FISCAL YEAR

Quarter ending 08/31/02               $0.14                        $0.03
Quarter ending 11/30/02               $0.18                        $0.03
Quarter ending 02/28/03               $0.18                        $0.05
Quarter ending 05/31/03               $0.06                        $0.03

         On October 21,  2003,  the  closing bid price for the common  stock was
$0.09.  The number of record holders of the common stock as of October 20, 2003,
was 348 according to the Company's  transfer agent.  Holders of shares of common
stock are entitled to dividends when, and if, declared by the board of directors
out of funds legally available therefor.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         The  following  discussion  of the  financial  condition and results of
operations  for  Praxis  should  be read in  conjunction  with the  accompanying
financial statements and related footnotes.

GENERAL

         The   Company's   business   originally   was   the   development   and
commercialization of non-prescription  therapeutics and nutraceuticals  designed
to prevent inflammation and their sequelae, and the development of cosmetics for
skin  conditions.  To date,  Praxis has not  generated any revenues from product
sales,  royalties  or license  fees.  Due to the  inability  of Praxis to obtain
funding and/or partners to pursue its pharmaceutical projects, Praxis decided to
seek other  business  opportunities.  On September 23, 2003,  Praxis  executed a
letter of intent to  acquire a  privately-held  company  engaged  in oil and gas
exploration company.

RESULTS OF OPERATIONS

         The Company incurred a net loss of $288,753,  as compared to a net loss
of $152,823 for the 2002 fiscal year. During the fiscal year ended May 31, 2003,
the  Company  wound down its  operations  in  Australia  and began to search for
another  business  opportunity.  No research was  conducted  during fiscal 2003.
Accordingly,  project  expenses  for fiscal  2003 were  $68,518,  as compared to
$95,024 in 2002.

         The royalties shown under project  expenses are amounts  incurred under
the  Company's  agreement  with  Fairchild  International  Inc.  The  Company is
obligated to pay two-thirds of the proceeds from the sale of its shares of



                                       5

<PAGE>


Fairchild  stock  that  it retained when it terminated its Research, Development
and License Agreement with Fairchild. During fiscal 2003, proceeds from the sale
of Fairchild stock were  $63,738.  That  amount  is  shown  under administration
expenses as a gain on sale of investments.

         Administration  expenses  for fiscal 2003  increased  to $220,235  from
$57,799 in fiscal 2002.  Most of the increase was in the area of consulting fees
($124,200  for 2003 as  compared  to $nil in 2002),  which were  incurred in the
Company's   efforts  to  find  another   business   opportunity.   In  addition,
professional fees increased from $27,902 in 2002 to $51,033 in 2003, due in part
to greater compliance requirements imposed by the Sarbanes-Oxley Act.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception,  the primary source of funding for Praxis'  operations
has been the private sale of its securities. From inception to May 31, 2003, the
Company had sold common  stock for cash of $936,292.  In  addition,  the Company
obtained  $157,322  from the  proceeds  of the  sale of  Fairchild  stock.  From
inception to May 31, 2003,  operations  have used $1,040,371 of cash provided by
these sources.

         At May 31,  2003,  the  Company's  working  capital  was a  deficit  of
$77,839, as compared to a deficit of $59,542 at May 31, 2002.

         The Company will be dependent upon proceeds from the sale of securities
until its  operations  generate  revenues.  Further,  substantial  funds will be
required before the Company is able to generate  revenues  sufficient to support
its  operations.  There is no assurance  that the Company will be able to obtain
such additional funds on favorable terms, if at all. The Company's  inability to
raise  sufficient  funds  could  require it to delay,  scale  back or  eliminate
certain activities.

         The  report of the  Company's  independent  auditors  on the  financial
statements for the year ended May 31, 2003,  includes an  explanatory  paragraph
relating  to the  uncertainty  of the  Company's  ability to continue as a going
concern.  Praxis has  suffered  losses from  operations.  The  Company  needs to
generate revenues and successfully attain profitable  operations.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  There  can be no  assurance  that it will be able to  reach a level of
operations that would finance its day to day activities.

PLAN OF OPERATION

         The Company  requires cash to support its  operations  for at least the
next 12  months,  whether  it  acquires  Patch  Energy or not.  Praxis  does not
anticipate any change in the number of employees or the  acquisition of plant or
equipment in the next 12 months.  However,  it lacks sufficient cash to maintain
its  status  as a public  company.  Praxis  will  have to  engage in one or more
offerings of debt and/or equity  securities.  There can be no assurance  that it
will be successful in this effort.


ITEM 7.  FINANCIAL STATEMENTS.

         See pages beginning with page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Steele & Co.  resigned  as the  independent  auditors  for Praxis as of
April 9, 2003. The resignation  was due to the death of one of its  accountants,
which left that firm short-staffed.

         On June 27, 2003,  the Praxis board of directors  approved the election
of Morgan & Company to audit the financial  statements for the fiscal year ended
May 31, 2003. During the two most recent fiscal years and the subsequent interim
period,  neither  Praxis  nor anyone on its  behalf  consulted  Morgan & Company
regarding the



                                       6

<PAGE>


application  of  accounting  principles to  a specific completed or contemplated
transaction, or the type of audit opinion  that  might  be  rendered  on Praxis'
financial statements.

         The audit  report of Steele & Co. on the  financial  statements  of the
Company  as of and for the  fiscal  years  ended  May 31,  2002 and 2001 did not
contain an adverse  opinion or  disclaimer of opinion and was not modified as to
uncertainty, audit scope, or accounting principles, except as follows:

         The audit  reports of Steele & Co. on the  financial  statements of the
Company as of and for the fiscal  years ended May 31, 2002 and 2001  contained a
separate paragraph stating: "The accompanying  consolidated financial statements
have been prepared  assuming that the Company will continue as a going  concern.
As discussed  in Note 2 to the  financial  statements,  the Company has suffered
losses from  operations  and there is no revenue  stream from  operations.  As a
result,  there is uncertainty  about its ability to continue as a going concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty."

         During the Company's  two most recent  fiscal years and the  subsequent
interim  period ending April 9, 2003,  there were no  disagreements  between the
Company and Steele & Co. on any matter of  accounting  principles  or practices,
financial  statement  disclosure,  or auditing scope or procedure  which, if not
resolved  to the  satisfaction  of Steele & Co.,  would have caused that firm to
make reference to the subject matter of the  disagreement in connection with its
audit  report.  The  Company  requested  Steele  & Co.  to  furnish  it a letter
addressed to the Commission stating whether it agreed with the above statements.
A copy of that letter,  dated July 7, 2003, was filed as Exhibit 16.1 to Praxis'
Form 8-K dated April 9, 2003.

         There were no other  "reportable  events" as that term is  described in
Item 304a(1)(v) of Regulation S-K occurring within the Company's two most recent
fiscal years and the subsequent interim period ending April 9, 2003.


ITEM 8A. CONTROLS AND PROCEDURES

         On May 31, 2003,  David Stadnyk,  our principal  executive  officer and
principal  financial officer,  made an evaluation of our disclosure controls and
procedures.   In  his  opinion,  the  disclosure  controls  and  procedures  are
effective.  There have been no changes in our internal  controls that materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

         The delinquency of this report is due to a lack of funds, as opposed to
inadequate controls and procedures.


                                     7
<PAGE>


                                  PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The officers and directors of the Company are as follows:

NAME                            AGE      POSITION

David Stadnyk                   41       President and Treasurer and director

Winston Cabell                  31       Secretary and director

         The term of office of each director ends at the next annual  meeting of
Praxis' stockholders or when such director's successor is elected and qualifies.
The term of  office  of each  officer  ends at the next  annual  meeting  of the
Praxis' board of directors,  expected to take place  immediately  after the next
annual meeting of stockholders,  or when such officer's successor is elected and
qualifies.

         The last annual  meeting  was held on August 30,  1999,  in  Vancouver,
British Columbia.

         DAVID  STADNYK has been the  President  and Treasurer and a director of
Praxis since August 2002. He  previously  served as the Secretary and a director
of the Company from June 19, 1998 to October 20, 2000.  Mr.  Stadnyk has diverse
experience  in  corporate  management  and finance.  He currently  serves as the
chairman of Grand Slam Radio which  launched  team 1040,  Vancouver's  first and
only 24-hour sports radio station,  and chairman of Stadnyk  Corporate  Group, a
venture  corporate  finance and investment firm. Mr. Stadnyk was the chairman of
Starlight Sports & Entertainment,  a sports entertainment company that owned the
Vancouver  Whitecaps and Vancouver  Breakers,  professional  soccer teams,  from
October 1999 to May 2002. He was also the president of A.C. Global Capital Group
Corp., a CDNX-listed capital pool company,  from July 1999 to September 2002. He
has  served as the  Chairman,  President,  Secretary  and a  director  of Goanna
Resources,  Inc.,  a publicly  listed  mining  company  (now known as  Fairchild
International Corporation) from its inception in June 1997 to March 1999. He was
the  President  and CEO of  Alexander  News  International,  a  publicly  traded
newspaper  publishing  chain in Canada,  from July 1994 to  February  1997.  Mr.
Stadnyk  was also a licensed  stockbroker  with  Midland  Walwyn  Capital  Inc.,
Yorkton  Securities Inc., and Georgia Pacific Securities Corp. from 1988 to 1991
in Canada.  From July 1997 to September 2000, Mr. Stadnyk has been the executive
director  of  Alexander  Cox & Co.  based in Sydney,  Australia  and  Vancouver,
British  Columbia,  which engaged in financial  consulting  and venture  capital
funding. He is a graduate of the University of British Columbia.

         WINSTON  CABELL has been a director of Praxis since August 2002 and the
corporate  Secretary  since September 2002. Mr. Cabell has been in the financial
services  industry since 1996.  Since then, he has worked with various  publicly
traded  companies.  Duties have included  investor  relations and securing major
financing for these companies. Prior to joining the financial services industry,
Mr.  Cabell spent 8 years on the  professional  squash  circuit.  Mr.  Cabell is
currently  a director of a private oil and gas  exploration  company  located in
Canada.

         No other  directorships are held by each director in any company with a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934 or any  company  registered  as an  investment  company,  under  the
Investment Company Act of 1940.

         Messrs. Stadnyk and Cabell may be deemed to be "promoters" and "control
persons" of the Company,  as that term in defined in the Securities Act of 1933.
There are no other control persons.

CODE OF ETHICS

         Praxis  has not  yet  adopted  a code of  ethics  that  applies  to its
principal executive officers,  principal financial officer, principal accounting
officer or controller,  or persons performing  similar  functions,  since it has
been focusing


                                       8

<PAGE>

its efforts on obtaining financing for  the  company.  Praxis expects to adopt a
code by the end of the current fiscal year.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Officers  and  directors,  and  persons  who  own  more  than  10% of a
registered class of Praxis' equity  securities,  are required to file reports of
ownership and changes in ownership with the  Securities and Exchange  Commission
pursuant to Section 16(a) of the Securities  Exchange Act of 1934. The following
table sets forth  reports  that were not filed on a timely basis during the most
recently completed fiscal year:

--------------------------------------------------------------------------------
REPORTING PERSON            DATE REPORT DUE               DATE REPORT FILED
--------------------------------------------------------------------------------
David Stadnyk             Form 3 due 08/26/02                  09/16/02
--------------------------------------------------------------------------------
David Stadnyk             Form 4 due 09/06/02                  09/16/02
--------------------------------------------------------------------------------
David Stadnyk             Form 4 due 11/18/02                  12/05/02
--------------------------------------------------------------------------------
David Stadnyk             Form 4 due 01/16/03                  01/22/03
--------------------------------------------------------------------------------
David Stadnyk             Form 4 due 02/04/03                  02/06/03
--------------------------------------------------------------------------------
David Stadnyk             Form 4 due 02/28/03                  03/04/03
--------------------------------------------------------------------------------
David Stadnyk             Form 4 due 04/18/03                  04/25/03
--------------------------------------------------------------------------------
Winston Cabell            Form 3 due 09/10/02                  09/23/02
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 09/16/02                  09/23/02
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 10/14/02                  10/15/02
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 11/18/02                  12/05/02
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 12/12/02                  12/16/02
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 01/16/03                  01/22/03
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 01/31/03                  02/04/03
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 02/13/03                  02/19/03
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 02/20/03                  02/24/03
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 02/27/03                  02/28/03
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 02/28/03                  03/04/03
--------------------------------------------------------------------------------
Winston Cabell            Form 4 due 03/26/03                  04/03/03
--------------------------------------------------------------------------------


ITEM 10. EXECUTIVE COMPENSATION.

         The following  table sets forth  information  the  remuneration  of the
Company's  chief  executive  officers and all executive  officers that earned in
excess of $100,000 per annum during any part of the last three fiscal years:

<TABLE>
                         SUMMARY COMPENSATION TABLE
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                     ANNUAL COMPENSATION                     LONG TERM COMPENSATION
                            --------------------------------------------------------------------------------
                                                                                AWARDS             PAYOUTS
                                                                       -------------------------------------
                                                         OTHER         RESTRICTED   SECURITIES
 NAME AND                                               ANNUAL            STOCK     UNDERLYING      LTIP      ALL OTHER
 PRINCIPAL                                            COMPENSA-          AWARD(S)     OPTIONS/      PAYOUTS    COMPENSA-
 POSITION            YEAR    SALARY ($)   BONUS ($)     TION($)             ($)       SARS (#)        ($)       TION($)
---------------------------------------------------------------------------------------------------------------------
<S>                  <C>        <C>          <C>      <C>                <C>          <C>            <C>          <C>
David Stadnyk        2003       -0-          -0-          -0-            $25,000      750,000        -0-          -0-
    (1)<F1>
---------------------------------------------------------------------------------------------------------------------
Brett Charlton       2002       -0-          -0-      $13,124 (3)<F3>      -0-          -0-          -0-          -0-
    (2)<F2>          2001       -0-          -0-      $9,723 (3)<F3>       -0-          -0-          -0-          -0-
---------------------------------------------------------------------------------------------------------------------
----------------
<FN>
(1)<F1>  Mr. Stadnyk has been the President since August 31, 2002.
(2)<F2>  Dr. Charlton was the President from June 1998 to August 31, 2002.
(3)<F3>  These amounts were paid by the Company for services rendered in
         connection with the scientific conduct of research and development
         to Neysa Investments Pty. Ltd., a company owned and controlled by
         Dr. Charlton.
</FN>
</TABLE>

                                       9

<PAGE>


<TABLE>
                   OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                          NUMBER OF SECURITIES         % OF TOTAL
                               UNDERLYING         OPTIONS/SARS GRANTED
                          OPTIONS/SARS GRANTED      TO EMPLOYEES IN        EXERCISE OR BASE
NAME                               (#)                FISCAL YEAR            PRICE ($/SH)          EXPIRATION DATE
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                    <C>                  <C>

David Stadnyk                    300,000                 66.7%                  $0.035               08/16/2005
                                 450,000                 56.3%                  $0.075               02/26/2006
--------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                         NUMBER OF SECURITIES
                                                                              UNDERLYING        VALUE OF UNEXERCISED
                                                                             UNEXERCISED            IN-THE-MONEY
                                                                           OPTIONS/SARS AT         OPTIONS/SARS AT
                                                                              FY-END (#)             FY-END ($)

                          SHARES ACQUIRED ON                                 EXERCISABLE/           EXERCISABLE/
NAME                         EXERCISE (#)         VALUE REALIZED ($)        UNEXERCISABLE           UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                   <C>                         <C>
David Stadnyk                   950,000                $16,250               550,000/-0-                 $-0-/$-0-
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         As of December 1, 2002, the Company  entered into  management  services
agreements  with David Stadnyk and Winston  Cabell.  Both  agreements  are for a
three-year  term  commencing  December 1, 2002 and ending November 30, 2005. The
Company  agreed to pay David Stadnyk  $4000 per month and Winston  Cabell $2,500
per month for their  services as President and Secretary,  respectively.  If the
Company should elect to terminate the agreement,  it would be required to pay an
amount equal to 12 months' salary upon such termination.


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
            RELATED STOCKHOLDER MATTERS.

         The following table provides certain information as to the officers and
directors  individually  and as a group,  and the holders of more than 5% of the
Company's common stock, as of October 20, 2003.  Except as otherwise  indicated,
the persons named in the table have sole voting and investing power with respect
to all shares of common stock owned by them.

<TABLE>
<CAPTION>
            NAME AND ADDRESS OF OWNER                   NUMBER OF SHARES OWNED             PERCENT OF CLASS (1)<F1>
<S>                                                         <C>                                   <C>
David Stadnyk
600 - 595 Hornby Street                                     2,036,452 (2)<F2>                     10.0%
Vancouver, BC  V6C 1A4 Canada

Dr. Brett Charlton                                            1,906,452                            9.6%
24/1-9 Totterdell Street
Belconnen, 2617 Australia

Dr. William Cowden                                            1,806,452                            9.1%
56 Urambi Village
Darlington, NSW 2008 Australia

Winston Cabell                                               581,290 (3)<F3>                       2.9%
600 - 595 Hornby Street
Vancouver, BC V6C 1A4 Canada
Officers and directors as a group (2 persons)               2,617,742 (4)<F4>                     12.6%
____________
<FN>
(1)<F1>  Where  persons  listed  on  this  table  have  the  right   to   obtain
         additional   shares   of   common   stock   through   the  exercise  of
         outstanding  options  or  warrants  or  the  conversion  of convertible
         securities within 60 days from

                                       10

<PAGE>


         October 20, 2003, these  additional shares are deemed to be outstanding
         for the purpose of computing  the  percentage  of common stock owned by
         such persons, but  are  not deemed to be outstanding for the purpose of
         computing  the  percentage  owned  by any other person. Percentages are
         based on 19,791,747 shares outstanding.

(2)<F2>  Includes 550,000 shares issuable upon the exercise of stock options.

(3)<F3>  Includes 380,000 shares issuable upon exercise of stock options.

(4)<F4>  Includes 930,000 shares issuable upon exercise of stock options.

</FN>
</TABLE>

CHANGES IN CONTROL

         We are not  aware of any  arrangements  that may  result in a change in
control of Praxis.

EQUITY COMPENSATION PLAN INFORMATION

         The following  table sets forth  information  as of the end of the most
recently completed fiscal year, May 31, 2003:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         NUMBER OF SECURITIES
                                   OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND       REMAINING AVAILABLE FOR
PLAN CATEGORY                       WARRANTS AND RIGHTS                RIGHTS                   FUTURE ISSUANCE
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                           <C>                         <C>
Equity compensation plans                    0                           --                        2,602,652
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not            1,530,000                     $0.103                         -0-
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Total                                    1,530,000                     $0.103                      2,602,652
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         On August 30, 1999,  the  Company's  shareholders  adopted a 1999 Stock
Option Plan under which a total of 1,698,330 shares were reserved  initially for
grant to provide  incentive  compensation  to officers  and key  employees.  The
number of shares available for grant adjusts  annually,  commencing on the first
day of the next  fiscal  year to a number  equal to 15% of the  number of shares
outstanding on last day of the fiscal year just completed.

         The board of directors  administers the Stock Option Plan.  Options may
be granted for up to 10 years at not less than the fair market value at the time
of grant,  except  that the term may not exceed five years and the price must be
110% of fair market value for any person who at the time of grant owns more than
10% of the total voting power of the Company.  Unless otherwise  specified in an
optionee's   agreement,   options   granted   under   the   plan  to   officers,
officer/directors,  and employees will become vested with the optionee after six
months.  The Plan will remain in effect until the board of directors  terminates
it,  except that no  incentive  stock  option,  as defined in Section 422 of the
Internal Revenue Code, may be granted after July 8, 2009.

         Options may be  exercised  by payment of the option  price (i) in cash,
(ii) by tender of shares of Company  common stock which have a fair market value
equal to the option price, or (iii) by such other  consideration as the board of
directors may approve at the time the option is granted.

         Options have been granted under this plan as follows:

         Granted................................................    1,698,330
         Exercised..............................................            0
         Cancelled/expired......................................            0
                                                                 -------------
         Balance, May 31, 2000..................................    1,698,330
                                                                 -------------
         Granted................................................      350,000


                                       11

<PAGE>


         Exercised..............................................     (366,110)
         Cancelled/expired/relinquished.........................     (350,000)
                                                                 -------------
         Balance, May 31, 2001..................................    1,332,220
                                                                 -------------
         Granted................................................            0
         Exercised..............................................            0
         Cancelled/expired......................................            0
                                                                 -------------
         Balance, May 31, 2002..................................    1,332,220
                                                                 -------------
         Granted................................................            0
         Exercised..............................................            0
         Cancelled/expired......................................   (1,332,220)
                                                                 -------------
         Balance, May 31, 2003..................................            0
                                                                 =============

         Options have been granted outside the plan as follows:

         Granted................................................      800,000
         Exercised..............................................            0
         Cancelled/expired......................................            0
                                                                 -------------
         Balance, May 31, 2001..................................      800,000
         Granted................................................      950,000
         Exercised..............................................     (500,000)
         Cancelled/expired......................................            0
                                                                 -------------
         Balance, May 31, 2002..................................    1,250,000
                                                                 -------------
         Granted................................................    2,950,000
         Exercised..............................................   (2,670,000)
         Cancelled/expired......................................            0
                                                                 -------------
         Balance, May 31, 2003..................................    1,530,000
                                                                 =============


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         DAVID STADNYK.  David Stadnyk and/or  companies  under his control have
advanced  sums to the  Company  from  time to time for  working  capital  needs.
Interest did not accrue and there was no date established for repayment.  At May
31,  2003 and 2002,  $nil and  $2,974,  respectively,  were owed to  directly or
indirectly to Mr. Stadnyk.

         In addition,  the Company has shared  office  facilities  with entities
owned  or  controlled  by  David  Stadnyk.  The  Company  was  charged  for  its
proportional share of rent and administrative  services.  During the years ended
May 31, 2003 and 2002, $17,977 and $10,451, respectively, were paid for rent and
services.

         FAIRCHILD  INTERNATIONAL  INC.  The  Company  entered  into a Research,
Development   and  Licence   Agreement   with   Fairchild   International   Inc.
("Fairchild"),  an affiliate at the time, dated as of May 11, 1999, which closed
September  30, 1999.  Under that  agreement,  Fairchild  obtained an  exclusive,
worldwide  license to make,  use, and sell products and  processes  developed by
Praxis relating to arthritis and dermal wrinkles in consideration  for 2,600,000
shares of Fairchild common stock (valued at $26,000 initially,  but subsequently
written down to $1) and royalty payments based upon revenues earned by Fairchild
from the sale of any developed products. In addition, a research and development
agreement was entered into whereby  Praxis was  contracted to conduct a research
program  to be  funded  by  Fairchild  for a total  amount  of  $250,000.  (This
agreement,  including  "Schedule  C",  was  filed  as  Exhibit  10.1 to  Praxis'
registration  statement on Form 10-SB.) A first  installment of $62,500 was paid
on October 1, 1999.  Quarterly  payments  of $50,000  were to be made  beginning
January  1, 2000,  with a final  payment of  $37,500  due  October 1, 2000.  The
January 1, 2000 and April 1, 2000 installments were paid.

         As of February 28, 2001, as a result of Fairchild's uncertain financial
condition and lateness in  achievement  of  milestones by Praxis,  Fairchild and
Praxis  agreed to terminate  the Research,  Development  and Licence  Agreement.
Praxis had received  only  $162,500 of the funding and  Fairchild  had expressed
doubt  about  its  ability  to  continue  the  funding.  Under  the  termination
agreement,  Praxis  retained the  2,600,000  Fairchild  shares and agreed to pay
Fairchild  30% of the net  revenues  from sales of the two  applications  in the
field of use up to a maximum of

                                       12


<PAGE>


$250,000  over  the  first  three  years  of sales (the  "Royalty  Obligation").
Fairchild  and  Praxis amended the termination agreement  and have  agreed  that
so  long  as Praxis  pays  Fairchild  a total of $175,000 by May 31, 2004,  that
amount will  be  deemed  to  be in full and complete satisfaction of the Royalty
Obligation.

         PAYMENTS TO OTHER RELATED PARTIES.  During the years ended May 31, 2003
and 2002,  $25,000 and $nil,  respectively,  were paid to Dr. William Cowden,  a
former  officer and  director,  for  consulting  fees for  services  rendered in
connection with the scientific  conduct of research and development.  During the
years ended May 31, 2003 and 2002,  the following  were also paid by the Company
for services rendered in connection with the scientific  conduct of research and
development:  Dr.  Brett  Charlton (a former  officer  and  director) - $nil and
$25,000;  Neysa  Investments  Pty. Ltd. (a company  owned and  controlled by Dr.
Charlton) - $nil and $13,124;  and Sciworks (a company of which Dr.  Cowden is a
director) - $nil and  $12,114.  In December  2002,  the Company  issued  806,452
common  shares to Dr.  Charlton as payment  for $25,000 of services  rendered in
fiscal 2002. The shares were valued at their  publicly  traded price at the time
of issuance of $0.031 per share. At the same time, Dr. Cowden was issued 806,452
shares as payment  for $25,000 of  services,  David  Stadnyk was issued  806,452
shares as payment for $25,000 of services, and Winston Cabell was issued 161,290
shares as payment for $5,000 of services.

         PATCH  ENERGY  INC.  On  September  23,  2003,  Praxis  entered  into a
non-binding letter of intent with Patch Energy, Inc., a private British Columbia
corporation  involved in the exploration,  development and production of oil and
natural gas. The parties have not yet entered into a definitive agreement. As of
the date of this report,  David Stadnyk owned 69% of the  outstanding  shares of
Patch and was its sole director and President.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

--------------------------------------------------------------------------------
REGULATION                                                            SEQUENTIAL
S-B NUMBER                       EXHIBIT                             PAGE NUMBER
--------------------------------------------------------------------------------
   2.1        Stock Exchange Agreement with Micronetics, Inc. (1)        N/A
--------------------------------------------------------------------------------
   3.1        Articles of Incorporation, as amended and restated (1)     N/A
--------------------------------------------------------------------------------
   3.2        Bylaws (1)                                                 N/A
--------------------------------------------------------------------------------
  10.1        Exclusive  Licence  Agreement dated October 14, 1999       N/A
              between Anutech Pty Ltd. and Praxis Pharmaceuticals
              Australia Pty Ltd. (1)
--------------------------------------------------------------------------------
  10.2        Licence  Agreement dated October 14, 1999 between          N/A
              Anutech Pty Ltd. and Praxis Pharmaceuticals Inc (1)
--------------------------------------------------------------------------------
  10.3        Shareholders Agreement dated as of October 15, 1999,       N/A
              between Praxis Pharmaceuticals Australia Pty Ltd.,
              Praxis Pharmaceuticals Inc., Perpetual Trustees
              Nominees Limited, and Rothschild Bioscience Managers
              Limited (1)
--------------------------------------------------------------------------------
  10.4        1999 Stock Option Plan (1)                                 N/A
--------------------------------------------------------------------------------
  10.5        Termination of License and Research & Development          N/A
              Agreement dated February 28, 2001 between Praxis
              Pharmaceuticals, Inc. and Fairchild International
              Corporation (2)
--------------------------------------------------------------------------------
  10.6        Agreement dated June 6, 2001 between Clearcoll Pty         N/A
              Ltd and Praxis Pharmaceuticals International Pty Ltd (3)
--------------------------------------------------------------------------------
  10.7        Amendment to Termination Agreement between Praxis          N/A
              Pharmaceuticals, Inc. and Fairchild International
              Corporation (4)
--------------------------------------------------------------------------------


                                       13

<PAGE>



--------------------------------------------------------------------------------
REGULATION                                                            SEQUENTIAL
S-B NUMBER                       EXHIBIT                             PAGE NUMBER
--------------------------------------------------------------------------------
  10.8        Shareholders Agreement dated August 23, 2002 among         N/A
              Praxis Pharmaceuticals Inc., Perpetual Trustees
              Nominees Limited, Rothschild Bioscience Managers
              Limited, CM Capital Investments Pty Ltd, CIBC Australia
              VC Fund LLC, Mooroolbark Technology Pty Ltd, The
              Australian National University and Pharmaxis Pty Ltd,
              Dr. William Cowden and Dr. Brett Charlton (4)
--------------------------------------------------------------------------------
  10.9        Management services agreement with David Stadnyk           31
              dated December 1, 2002
--------------------------------------------------------------------------------
  10.10       Management services agreement with Winston Cabell          35
              dated December 1, 2002
--------------------------------------------------------------------------------
  10.11       Assignment of Invention with Clearcoll Pty Limited         39
              dated February 11, 2003
--------------------------------------------------------------------------------
  10.12       Letter agreement dated March 14, 2003 amending             54
              Termination Agreement with Fairchild International
              Corporation
--------------------------------------------------------------------------------
   21         Subsidiaries of the registrant (1)                         N/A
--------------------------------------------------------------------------------
  31.1        Rule 13a-14(a) Certification of Principal Executive        29
              and Financial Officer
--------------------------------------------------------------------------------
  32.1        Certification Pursuant to 18 U.S.C. Section 1350 as        30
              Adopted Pursuant to Section 906 of the Sarbanes-Oxley
              Act of 2002
--------------------------------------------------------------------------------

(1)  Incorporated by reference to the exhibits filed with the Registration
     Statement on Form 10-SB, file no. 0-28627.
(2)  Incorporated by reference to the exhibits filed to the registrant's current
     report on Form 8-K dated February 28, 2001.
(3)  Incorporated by reference to the exhibits filed to the registrant's annual
     report on Form 10-KSB for the fiscal year ended May 31, 2001.
(4)  Incorporated by reference to the exhibits filed to the registrant's
     annual report on Form 10-KSB for the fiscal year ended May 31, 2002.

         No reports on Form 8-K were filed during the last quarter of the period
covered by this report.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

         For the  fiscal  years  ended  May 31,  2003 and  2002,  the  principal
accountants  for Praxis billed  $12,533 and  Cdn$18,012,  respectively,  for the
audit of the annual  financial  statements  and review of  financial  statements
included in the Form 10-QSB filings of Praxis.

AUDIT-RELATED FEES

         There  were no fees  billed  for  services  reasonably  related  to the
performance of the audit or review of the financial  statements outside of those
fees disclosed above under "Audit Fees" for fiscal years 2003 and 2002.

TAX FEES

         For the  fiscal  years  ended  May 31,  2003 and  2002,  the  principal
accountants  for  Praxis did not render any  services  for tax  compliance,  tax
advice, and tax planning work.

                                       14


<PAGE>

ALL OTHER FEES

         There were no other fees billed by the principal accountants for Praxis
other than those disclosed above for fiscal years 2002 and 2003.

PRE-APPROVAL POLICIES AND PROCEDURES

         Prior to engaging its accountants to perform a particular service,  the
Praxis board of directors  obtains an estimate for the service to be  performed.
All of the services  described  above were approved by the board of directors in
accordance with its procedures.






















                                       15
<PAGE>


                                 SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                   PRAXIS PHARMACEUTICALS, INC.



Date:  October 28, 2003            By:      /s/ DAVID STADNYK
                                      ------------------------------------------
                                          David Stadnyk, President

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

    SIGNATURE                      TITLE                          DATE

/s/ DAVID STADNYK        President, Secretary and director     October 28, 2003
-----------------------  (Principal Executive, Financial,      -----------------
David Stadnyk            and Accounting Officer)


/s/ WINSTON CABELL       Director                               October 28, 2003
-----------------------                                        -----------------
Winston Cabell
























                                       16

<PAGE>

















                        PRAXIS PHARMACEUTICALS, INC.
                       (A DEVELOPMENT STAGE COMPANY)


                     CONSOLIDATED FINANCIAL STATEMENTS


                                MAY 31, 2003
                          (STATED IN U.S. DOLLARS)















                                       17
<PAGE>


                                     MORGAN
                                      COMPANY
                                     CHARTERED ACCOUNTANTS


                        INDEPENDENT AUDITORS' REPORT




To the Directors and Shareholders of
Praxis Pharmaceuticals Inc.
(A Development Stage Company)


We have audited the consolidated balance sheet of Praxis Pharmaceuticals Inc. (a
development stage company) as at May 31, 2003 and the consolidated statements of
operations, cash flows, and changes in stockholders' equity (deficiency) for the
year then ended. These consolidated  financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audit.

We conducted  our audit in accordance  with United  States of America  generally
accepted auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable  assurance whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial position of the Company as at May 31, 2003 and
the  results  of its  operations  and  cash  flows  for the year  then  ended in
accordance  with  United  States  of  America  generally   accepted   accounting
principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses and
net cash outflows from operations.  These factors raise  substantial doubt about
the  Company's  ability  to  continue  as a going  concern.  These  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



Vancouver, B.C.                                 "Morgan & Company"

September 25, 2003                              Chartered Accountants


Tel: (604) 687-5841                               P. O. Box 10007 Pacific Centre
Fax: (604) 687-0075                         Suite 1488 - 700 West Georgia Street
www.morgan-cas.com                                      Vancouver, B.C., V7Y 1A1


                                       18

<PAGE>



STEELE & CO.*
CHARTERED ACCOUNTANTS
*Representing incorporated professionals

                      SUITE 808         TELEPHONE:     (604) 687-8808
       808 WEST HASTINGS STREET         TELEFAX:       (604) 687-2702
VANCOUVER, B.C., CANADA V6C 1C8         EMAIL:         email@steele-co.ca







                          INDEPENDENT AUDITORS' REPORT


TO THE SHAREHOLDERS OF
PRAXIS PHARMACEUTICALS INC.



We  have  audited  the  accompanying   consolidated  balance  sheets  of  Praxis
Pharmaceuticals  Inc. (a development  stage company) as of May 31, 2002 and 2001
and the related  consolidated  statements of operations and deficit,  changes in
stockholders' equity and cash flows for the periods ended May 31, 2002, 2001 and
1999  and  cumulative  to May  31,  2002.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the   financial   position  of  Praxis
Pharmaceuticals  Inc.  As of May  31,  2002  and  2001  and the  results  of its
operations  and its cash  flows for each of the years in the three  year  period
ended May 31, 2002 and  cumulative  to May 31,  2002,  in  conformity  with u.S.
Generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements,  the Company has suffered losses from operations and there
is no revenue stream from operations.  As a result,  there is uncertainty  about
its ability to continue as a going  concern.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.




Vancouver, Canada                                         "STEELE & CO."
August 27, 2002                                           CHARTERED ACCOUNTANTS

                                       18a

<PAGE>








                        PRAXIS PHARMACEUTICALS, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                         CONSOLIDATED BALANCE SHEET
                          (STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                                                            MAY 31
                                                                   2003                2002
-------------------------------------------------------------------------------------------------
<S>                                                          <C>                 <C>
ASSETS

CURRENT
   Cash                                                      $          904      $      46,655
   Amounts receivable                                                 3,065              7,063
                                                             ------------------------------------
                                                                      3,969             53,718

      INVESTMENTS (NOTE 3)                                                1                  2
                                                             ------------------------------------

                                                             $        3,970      $      53,720
=================================================================================================

LIABILITIES

CURRENT
   Accounts payable                                          $       76,015      $     110,286
   Due to related party (Note 4)                                      5,793              2,974
                                                             ------------------------------------
                                                                     81,808            113,260
                                                             ------------------------------------

STOCKHOLDERS' DEFICIENCY

SHARE CAPITAL (Note 3)
   Authorized:
      50,000,000 common shares with a par value
        of $0.001 per share
      10,000,000 preferred shares with a par value
        of $0.001 per share

   Issued:
      19,791,747 common shares at May 31, 2003
      13,362,069 common shares at May 31, 2002                       19,790             13,360

   Share subscriptions receivable                                    (6,922)              -

   Additional paid-in capital                                     1,494,644          1,198,697

SHARE SUBSCRIPTIONS RECEIVED                                           -                25,000

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                 (1,585,350)        (1,296,597)
                                                             ------------------------------------
                                                                    (70,916)           (59,540)
                                                             ------------------------------------

                                                             $        3,970      $      53,720
=================================================================================================
</TABLE>

                                       19

<PAGE>
                        PRAXIS PHARMACEUTICALS, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                    CONSOLIDATED STATEMENT OF OPERATIONS
                          (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                                     CUMULATIVE
                                                                                                        FROM
                                                                      YEAR ENDED                     INCEPTION
                                                                        MAY 31                       TO MAY 31
                                                              2003                 2002                 2003
------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                  <C>                  <C>
PROJECT EXPENSES
     Research agreement amendment                      $          -         $          -         $        45,000
     Research costs                                               -                   26,807             255,883
     Patent costs                                                 1,024                1,045               9,734
     Recovered costs
         Cash                                                     -                    -                (135,594)
         Investment consideration                                 -                    -                 (26,000)
     Related party consulting fees                               25,000               50,238             211,009
     Royalties                                                   42,494               16,934              59,428
                                                       -----------------------------------------------------------
                                                                 68,518               95,024             419,460
                                                       -----------------------------------------------------------

ADMINISTRATION EXPENSES
     Bank charges and exchange                                    2,707               (4,352)             20,386
     Consulting                                                 124,200                -                 323,258
     Finder's fees                                                -                    -                   7,500
     Interest on convertible debentures                           -                    -                  16,667
     Office and secretarial                                      17,977               10,451              61,210
     Professional fees                                           51,033               27,902             212,625
     Promotion and travel                                        23,619               40,079             330,214
     Related party administration                                64,437               77,303             199,354
     Gain on sale of investments                                (63,738)             (93,734)           (157,472)
     Reorganization costs                                         -                    -                 125,000
     Loss on sale of treasury shares                              -                      150                 150
                                                       -----------------------------------------------------------
                                                                220,235               57,799           1,138,892
                                                       -----------------------------------------------------------

LOSS FROM OPERATIONS                                           (288,753)            (152,823)         (1,558,352)

EQUITY SHARE IN LOSS OF INVESTEES
  (Note 2)                                                        -                    -                 (26,998)
                                                       -----------------------------------------------------------

NET LOSS FOR THE YEAR                                  $       (288,753)   $        (152,823)   $     (1,585,350)
==================================================================================================================

BASIC AND DILUTED LOSS PER SHARE                       $          (0.01)   $           (0.01)
==============================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                                                             16,149,005           13,278,735
==============================================================================================
</TABLE>


                                       20

<PAGE>


                        PRAXIS PHARMACEUTICALS, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                    CONSOLIDATED STATEMENT OF CASH FLOWS
                          (STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                                     CUMULATIVE
                                                                                                        FROM
                                                                         YEARS ENDED                 INCEPTION
                                                                           MAY 31                    TO MAY 31
                                                                   2003              2002               2003
------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss for the year                                    $     (288,753)  $      (152,823)  $     (1,585,350)
     Add:  Non-cash items:
         Gain on sale of investments                                 (63,737)          (93,584)          (157,321)
         Investment consideration for recovered costs
                                                                       -                 -                (26,000)
         Stock issued for other than cash                             87,500            25,000            525,558
         Interest on convertible debentures                            -                 -                 16,667
         Equity share in loss of investees                             -                 -                 26,998
         Stock based compensation                                     54,477             -                 48,627

     Change in non-cash operating items:
         Amounts receivable                                            3,998            (5,518)            (3,065)
         Accounts payable                                              3,229            37,801            113,515
                                                              ----------------------------------------------------
                                                                    (203,286)         (189,124)        (1,040,371)
                                                              ----------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds on sale of investments                                  63,738            93,584            157,322
     Investment in equity affiliate                                    -                 -                 (1,000)
                                                              ----------------------------------------------------
                                                                      63,738            93,584            156,322
                                                              ----------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Due to related parties                                           40,147            (8,584)            43,121
     Common stock issued                                              53,650            50,000            936,292
     Reorganization costs                                              -                 -                (94,460)
                                                              ----------------------------------------------------
                                                                      93,797            41,416            884,953
                                                              ----------------------------------------------------

CHANGE IN CASH FOR THE YEAR                                          (45,751)          (54,124)               904

CASH, BEGINNING OF YEAR                                               46,655           100,779              -
                                                              ----------------------------------------------------

CASH, END OF YEAR                                             $          904   $        46,655   $            904
==================================================================================================================


SUPPLEMENTAL INFORMATION
     Shares issued for amounts owing to related parties
                                                              $       44,250   $         -
     Shares issued for accounts payable                       $       37,500   $         -
     Shares issued for non-cash share subscriptions received
                                                              $       25,000   $         -
     Non-cash share subscriptions received                    $        -       $        25,000
===============================================================================================
</TABLE>


                                       21
<PAGE>


                        PRAXIS PHARMACEUTICALS INC.
                       (A DEVELOPMENT STAGE COMPANY)

        CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                                MAY 31, 2003
                          (STATED IN U.S. DOLLARS)



<TABLE>
<CAPTION>

                                                                                                      DEFICIT
                                                                                                    ACCUMULATED
                                      COMMON SHARES             CAPITAL IN                          DURING THE
                               -----------------------------    EXCESS OF           SHARE           DEVELOPMENT
                                  SHARES         AMOUNT         PAR VALUE        SUBSCRIPTIONS         STAGE             TOTAL
                               ---------------------------------------------------------------------------------------------------
<S>                            <C>            <C>            <C>               <C>                 <C>               <C>
Share subscriptions                   -       $      -       $      -          $      74,000       $      -          $     74,000
Loss for the period                   -              -              -                  -               (193,296)         (193,296)
Reorganization costs                  -              -              -                  -                  -                 -
                               ---------------------------------------------------------------------------------------------------

Balance, May 31, 1998                 -              -              -                 74,000           (193,296)         (119,296)

Shares issued for cash           7,098,783          7,098         295,627            (74,000)             -               228,725
Shares issued for services       2,299,832          2,300         234,908              -                  -               237,208
Shares issued for conversion
  of debentures                    617,989            618          49,382              -                  -                50,000
Additional paid-in capital            -              -             16,667              -                  -                16,667
Shares issued for
  reorganization costs             305,403            305          30,235              -                  -                30,540
Shares issued for research
  agreement amendment              300,000            300          44,700              -                  -                45,000
Acquired on reorganization
  acquisition                      100,202            100            (100)             -                  -                 -
Share subscriptions                   -              -              -                 30,000              -                30,000
Loss for the year                     -              -              -                  -               (535,241)         (535,241)
                               ---------------------------------------------------------------------------------------------------

Balance, May 31, 1999           10,722,209         10,721         671,419             30,000           (728,537)          (16,397)

Shares issued for cash           1,100,000          1,100         178,900            (30,000)             -               150,000
Share subscriptions                   -              -              -                220,500              -               220,500
Net loss for the year                 -              -              -                  -               (230,173)         (230,173)
                               ---------------------------------------------------------------------------------------------------

Balance, May 31, 2000           11,822,209         11,821         850,319            220,500           (958,710)          123,930

Shares issued for cash             978,610            978         298,939           (220,500)             -                79,417
Finder's fee                          -              -            (24,500)             -                  -               (24,500)
Issued for finder's fee             61,250             61          24,439              -                  -                24,500
Net loss for the year                 -              -              -                  -               (185,064)         (185,064)
                               ---------------------------------------------------------------------------------------------------

Balance, May 31, 2001           12,862,069         12,860       1,149,197              -             (1,143,774)           18,283
</TABLE>


                                       22
<PAGE>
                        PRAXIS PHARMACEUTICALS INC.
                       (A DEVELOPMENT STAGE COMPANY)

     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)

                                MAY 31, 2003
                          (STATED IN U.S. DOLLARS)


<TABLE>
<CAPTION>

                                                                                                      DEFICIT
                                                                                                    ACCUMULATED
                                      COMMON SHARES             CAPITAL IN                          DURING THE
                               -----------------------------    EXCESS OF           SHARE           DEVELOPMENT
                                  SHARES         AMOUNT         PAR VALUE        SUBSCRIPTIONS         STAGE             TOTAL
                               ---------------------------------------------------------------------------------------------------
<S>                            <C>            <C>            <C>               <C>                 <C>               <C>

Balance, May 31, 2001           12,862,069    $    12,860    $  1,149,197      $       -           $ (1,143,774)     $     18,283

Shares issued for cash             500,000            500          49,500              -                  -                50,000
Share subscriptions                  -               -              -                 25,000              -                25,000
Net loss for the year                -               -              -                  -               (152,823)         (152,823)
                               ---------------------------------------------------------------------------------------------------

Balance, May 31, 2002           13,362,069         13,360       1,198,697             25,000         (1,296,597)          (59,540)

Shares issued for cash              50,000             50           1,550              -                  -                 1,600
Shares issued for services       3,709,678          3,710         111,290            (25,000)             -                90,000
Stock options exercised          2,670,000          2,670         128,630              -                  -               131,300
Stock based compensation             -               -             54,477              -                  -                54,477
Loss for the year                    -               -              -                  -               (288,753)         (288,753)
                               ---------------------------------------------------------------------------------------------------

Balance, May 31, 2003           19,791,747    $    19,790    $  1,494,644      $       -           $ (1,585,350)     $    (70,916)
                               ===================================================================================================

</TABLE>











                                       23
<PAGE>


                        PRAXIS PHARMACEUTICALS, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                MAY 31, 2003
                          (STATED IN U.S. DOLLARS)


1.   OPERATIONS AND GOING CONCERN

     a)  Organization and Nature of Operations

         These  consolidated  financial  statements  include the accounts of the
         Company   and   its   wholly-owned   Australian   subsidiary,    Praxis
         Pharmaceuticals International Pty. Ltd.

         The Company is a development  stage company engaged in the research and
         development of pharmaceutical  products and expenses all costs incurred
         as period costs.

     b)  Going Concern

         The Company is in the development  stage and has not reached a level of
         operations  which would finance day to day activities.  These financial
         statements  have been prepared on the assumption  that the Company is a
         going   concern,   meaning  it  will  continue  in  operation  for  the
         foreseeable  future  and will be able to realize  assets and  discharge
         liabilities in the ordinary  course of operations.  Different  bases of
         measurement  may be  appropriate  when a  company  is not  expected  to
         continue   operations  for  the  foreseeable   future.   The  Company's
         continuation as a going concern is dependent upon its ability to attain
         profitable  operations and generate funds therefrom and/or raise equity
         capital  or   borrowings   sufficient   to  meet   current  and  future
         obligations.  The Company  suffered  losses from operations of $288,753
         and $152,823 for the years ended May 31, 2003 and 2002.


2.   SIGNIFICANT ACCOUNTING POLICIES

     a)  Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect the amounts  reported  in the  financial
         statements and accompanying  disclosures.  Although these estimates are
         based on management's  best knowledge of current events and actions the
         Company may undertake in the future, actual results may differ from the
         estimates.

     b)  Financial Instruments

         The carrying  amounts of financial  instruments  including cash,  other
         receivable,  accounts payable,  and amounts owing from related parties,
         approximated fair value at May 31, 2003.


                                       24
<PAGE>


                        PRAXIS PHARMACEUTICALS, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                MAY 31, 2003
                          (STATED IN U.S. DOLLARS)



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     c)  Investments

         Investments  are carried at the lower of cost or  estimated  realizable
         value.

     d)  Income Taxes

         The Company  uses the  liability  method to account  for income  taxes.
         Under this method,  deferred tax assets and  liabilities are determined
         based on  differences  between  financial  reporting  and tax  bases of
         assets  and  liabilities.  Deferred  tax  assets  and  liabilities  are
         measured  using  enacted tax rates and laws that will be in effect when
         the differences are expected to reverse.

         Deferred tax assets are reduced by a valuation  allowance  when,  based
         upon currently available  information,  it is more likely than not that
         some  portion or all of the  deferred  tax assets will not be realized.
         Deferred  tax assets and  liabilities  are  adjusted for the effects of
         changes in tax laws and rates on the date of enactment.

     e)  Stock Based Compensation

         The Company accounts for stock based employee and director compensation
         arrangements  in accordance  with  provisions of Accounting  Principles
         Board  ("APB")  Opinion  No.  25 -  "Accounting  for  Stock  Issued  to
         Employees",   and  related  interpretations,   and  complies  with  the
         disclosure  provisions  of SFAS No. 123 -  "Accounting  for Stock Based
         Compensation".  Under APB No. 25, compensation  expense is based on the
         difference,  if any,  on the date the  number of shares  receivable  is
         determined, between the estimated fair value of the Company's stock and
         the  exercise  price of options to  purchase  that  stock.  Stock based
         compensation  arrangements  for others are recorded at their fair value
         as the services are provided and the compensation earned.

     f)  Loss Per Share

         The Company  computes loss per share in accordance  with SFAS No. 128 -
         "Earnings Per Share".  Under the provisions of SFAS No. 128, basic loss
         per share is computed using the weighted average number of common stock
         outstanding  during the  periods.  Diluted  loss per share is  computed
         using the weighted  average number of common and  potentially  dilative
         common stock  outstanding  during the period.  As the Company generated
         net losses in each of the periods presented, the basic and diluted loss
         per share is the same as any  exercise  of  options or  warrants  would
         anti-dilutive.


                                       25
<PAGE>


                        PRAXIS PHARMACEUTICALS, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                MAY 31, 2003
                          (STATED IN U.S. DOLLARS)


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     g)  New Accounting Pronouncements

         Statement of Financial  Accounting  Standards No. 144 - "Accounting for
         the  Impairment  or  Disposal  of  Long-Lived   Assets"  ("SFAS  144"),
         establishes a single accounting model for the impairment or disposal of
         long-lived assets, including discontinued operations.  Effective May 1,
         2002,  the Company  adopted  SFAS 144. The adoption of SFAS 144 has not
         had any significant effect on the Company's operations.

         In June 2002,  the FASB  issued  SFAS No. 146 -  "Accounting  for Costs
         Associated  with Exit or Disposal  Activities".  The provisions of this
         Statement  are  effective  for  exit or  disposal  activities  that are
         initiated after December 31, 2002, with early  application  encouraged.
         This Statement addresses  financial  accounting and reporting for costs
         associated  with exit or disposal  activities  and  nullifies  Emerging
         Issues Task Force ("EITF") Issue No. 94-3 - "Liability  Recognition for
         Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an
         Activity  (including Certain Costs Incurred in a Restructuring)".  This
         Statement  requires that a liability for a cost associated with an exit
         or disposal activity be recognized when the liability is incurred.  The
         Company adopted SFAS No. 146 on January 1, 2003, and its impact did not
         have a  material  effect on the  Company's  results  of  operations  or
         financial position.

         Statement of Financial  Accounting  Standards No. 148 - "Accounting for
         Stock-Based Compensation" ("SFAS 148"), is an amendment to Statement of
         Financial  Accounting  Standards No. 123 - "Accounting  for Stock-Based
         Compensation",  and provides  alternative  methods of transition for an
         entity that  voluntarily  changes from the intrinsic value based method
         of accounting for stock-based employee  compensation  prescribed in APB
         No. 25 to the fair value  method  prescribed  in SFAS 123. As permitted
         under SFAS 148,  the  Company  has  continued  to apply the  accounting
         provisions  of  APB  No.  25,  and  to  provide  the  annual  pro-forma
         disclosures of the effect of adopting the fair value method as required
         by SFAS 123. SFAS 148 also requires pro-forma disclosure to be provided
         on a  quarterly  basis.  The  Company  plans  to  adopt  the  quarterly
         disclosure requirement during the first quarter of 2004.


3.   INVESTMENTS
                                                              2003       2002
                                                            --------------------

     1,400,000 common shares of Praxis Pharmaceuticals
     Australia Pty. Limited                                  $    1     $    1

     2,120,000 common shares of Fairchild International
     Corp.                                                        -          1
                                                            --------------------
                                                             $    1     $    2
                                                            ====================



                                       26
<PAGE>


                        PRAXIS PHARMACEUTICALS, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                MAY 31, 2003
                          (STATED IN U.S. DOLLARS)



4.   DUE TO RELATED PARTY

     Amounts due to related party are interest free and repayable on demand.


5.   SHARE CAPITAL

     Stock option activity during 2002 and 2003 consisted of the following:

<TABLE>
<CAPTION>
                                                                2002                               2003
                                                    ----------------------------      -----------------------------
                                                       NUMBER         AVERAGE            NUMBER          AVERAGE
                                                         OF          EXERCISE              OF           EXERCISE
                                                      OPTIONS          PRICE             OPTIONS          PRICE
                                                    ----------------------------      -----------------------------
<S>                                                   <C>           <C>                 <C>            <C>
     Balance, beginning of year                       2,132,220     $    0.13            2,582,220     $    0.13

     Issued                                             950,000          0.13            2,950,000         0.037
     Cancelled/Forfeited                                  -                -            (1,332,220)        (0.15)
     Exercised                                         (500,000)         0.10           (2,670,000)        (0.05)
                                                    ----------------------------      -----------------------------

     Balance, end of year                              2,582,220    $    0.14            1,530,000     $    0.10
                                                    ============================      =============================
</TABLE>

     As at May 31, 2003, the following options are outstanding:

<TABLE>
<CAPTION>
                                         OUTSTANDING                                 EXERCISABLE
                      --------------------------------------------------    ------------------------------
                                          WEIGHTED
                                           AVERAGE          WEIGHTED                          WEIGHTED
                          NUMBER          REMAINING         AVERAGE             NUMBER         AVERAGE
      EXERCISE              OF           CONTRACTUAL        EXERCISE              OF          EXERCISE
       PRICE              SHARES        LIFE (YEARS)         PRICE              SHARES          PRICE
------------------------------------------------------------------------    ------------------------------
<S>                     <C>                  <C>         <C>                  <C>            <C>
$     0 - 0.05            250,000            2.3         $     0.035            250,000      $   0.035
      0.06 - 0.10         580,000            2.9               0.088            580,000          0.088
      0.11 - 0.15         700,000            1.4               0.140            700,000          0.140
                      --------------------------------------------------    ------------------------------

                        1,530,000            2.4         $     0.103          1,530,000      $   0.103
                      ==================================================    ==============================
</TABLE>




                                       27

<PAGE>


                        PRAXIS PHARMACEUTICALS, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                MAY 31, 2003
                          (STATED IN U.S. DOLLARS)



5.   SHARE CAPITAL (Continued)

     Had compensation cost been recognized on the basis of fair value,  pursuant
     to Statement of Financial  Accounting  Standards No. 123, net loss and loss
     per share would have been adjusted as follows:

                                                   2003              2002
                                              ----------------------------------

     Loss for the year
        As reported                           $   (288,753)     $   (152,823)
                                              ==================================

        Pro-Forma                             $   (362,088)     $   (152,823)
                                              ==================================

     Basic and diluted loss per share
        As reported                           $      (0.01)     $      (0.01)
                                              ==================================

        Pro-Forma                             $      (0.01)     $      (0.01)
                                              ==================================

     The fair value of each option  granted  during the 2003 year was  estimated
     using the  Black-Scholes  option pricing model assuming a dividend yield of
     0.0%,  expected  volatility  of 424%,  risk free  interest  rate of 5%, and
     weighted average expected option terms of 3 years.


6.   INCOME TAXES

     The Company has incurred  operating  losses in multiple  tax  jurisdictions
     which are  available to reduce  future  years'  taxable  income.  No future
     benefits have been recognized in the accounts.


7.   SUBSEQUENT EVENT

     Subsequent  to May 31,  2003,  the Company has entered  into a  non-binding
     letter of intent  which  summarizes  the basis upon which the Company  will
     pursue the acquisition of all of the issued and  outstanding  common shares
     of Patch Energy Inc., a private British  Columbia  corporation  involved in
     the exploration, development and production of oil and natural gas.


                                       28

<PAGE>


                                EXHIBIT 31.1


                  CERTIFICATION PURSUANT TO RULE 13A-14(A)


I, David Stadnyk, certify that:


1.       I have reviewed this annual report on Form 10-KSB of Praxis
         Pharmaceuticals, Inc.;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the small business issuer as of, and for, the periods presented in
         this report;

4.       As the small business issuer's sole certifying officer, I am
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         for the small business issuer and have:

         (a)      designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  my supervision, to ensure that material information relating
                  to the small business issuer, including its consolidated
                  subsidiaries, is made known to me by others within those
                  entities, particularly during the period in which this report
                  is being prepared;

         (b)      evaluated the effectiveness of the small business issuer's
                  disclosure controls and procedures and presented in this
                  report my conclusions about the effectiveness of the
                  disclosure controls and procedures, as of the end of the
                  period covered by this report based on such evaluation; and

         (c)      disclosed in this report any change in the small business
                  issuer's internal control over financial reporting that
                  occurred during the small business issuer's most recent fiscal
                  quarter (the small business issuer's fourth fiscal quarter in
                  the case of an annual report) that has materially affected, or
                  is reasonably likely to materially affect, the small business
                  issuer's internal control over financial reporting; and

5.       As the small business issuer's sole certifying officer, I have
         disclosed, based on my most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of small business issuer's board of directors (or
         persons performing the equivalent functions):

         (a)      all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  small business issuer's ability to record, process, summarize
                  and report financial information; and

         (b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the small
                  business issuer's internal control over financial reporting.


Date: October 28, 2003              /s/ DAVID STADNYK
                               -------------------------------------------------
                               David Stadnyk, President, Secretary and Treasurer
                               Principal Executive and Financial Officer






                                       29
<PAGE>


                                EXHIBIT 32.1

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Praxis Pharmaceuticals, Inc. (the
"Company") on Form 10-KSB for the year ending May 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, David
Stadnyk, President, Secretary and Treasurer (Principal Executive and Financial
Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.


    /s/ DAVID STADNYK
-------------------------------------------------
David Stadnyk, President, Secretary and Treasurer
































                                       30