U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark    One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934 For the quarterly period ended: February 28, 2001

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


                         Commission file number 0-28627


                          PRAXIS PHARMACEUTICALS, INC.
        (Exact name of small business issuer as specified in its charter)




             UTAH                                     87-0393257
(State or other jurisdiction of                      (IRS Employer
 incorporation or organization)                     Identification No.)




       100 - 856 HOMER STREET, VANCOUVER, BRITISH COLUMBIA V6B 2W5 CANADA
                    (Address of principal executive offices)


                                 (604) 669-1040
                           (Issuer's telephone number)


    595 HORNBY STREET, SUITE 600, VANCOUVER, BRITISH COLUMBIA, V6C 1A4 CANADA
              (Former name, former address and former fiscal year,
                         if changed since last report)


 State the number of shares outstanding of each of the issuer's classes
               of common equity, as of the last practicable date:

            12,862,069 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                FEBRUARY 28, 2001


  Transitional Small Business Disclosure Format (check one); Yes       No   X
                                                                 -----    -----


<PAGE>

                           PRAXIS PHARMACEUTICALS INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 28, 2001


                           (EXPRESSED IN U.S. DOLLARS)




                                    UNAUDITED













                                       2


<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 ACCOUNTANTS' REPORT


TO THE BOARD OF DIRECTORS OF
PRAXIS PHARMACEUTICALS INC.
(A DEVELOPMENT STAGE COMPANY)



We  have  reviewed  the  accompanying   consolidated  balance  sheet  of  Praxis
Pharmaceuticals  Inc. (a development  stage company) as of February 28, 2001 and
the related interim  consolidated  statements of operations and deficit and cash
flow for the nine  months  ended  February  28, 2001 and  February  29, 2000 and
cumulative to February 28, 2001. These consolidated financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying interim  consolidated  financial statements in order
for them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the consolidated balance sheet of Praxis  Pharmaceuticals Inc. As of
May 31, 2000 and the related  consolidated  statements of operations and deficit
and cash flow for the year then ended (not presented herein);  and in our report
dated  August  16,  2000,  except  for Note 8 as to which the date is October 4,
2000, we expressed an unqualified opinion on those financial statements.  In our
opinion,  the information  set forth in the  accompanying  consolidated  balance
sheet as of May 31, 2000 is fairly stated, in all material respects, in relation
to the financial statements from which it has been derived.



Vancouver, Canada                                          "STEELE & CO."
May 4, 2001                                                CHARTERED ACCOUNTANTS




                                       3
<PAGE>


                           PRAXIS PHARMACEUTICALS INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS

                       FEBRUARY 28, 2001 AND MAY 31, 2000

                           (EXPRESSED IN U.S. DOLLARS)




<TABLE>
<CAPTION>

                                                                       FEBRUARY 28,          MAY 31,
                                                                           2001               2000
                                                                           ----               ----
<S>                                                                  <C>                 <C>
ASSETS
  CURRENT
    CASH (NOTE 3)                                                    $      110,371      $    197,124
    OTHER RECEIVABLE                                                          1,239            48,748
                                                                     ---------------     -------------
                                                                            111,610           245,872
  INVESTMENTS                                                                     2                 2
                                                                     ---------------     -------------
                                                                     $      111,612      $    245,874
                                                                     ===============     =============
LIABILITIES
  CURRENT
    ACCOUNTS PAYABLE                                                 $       33,308      $     50,518
    OWING TO RELATED PARTIES                                                 11,558            71,426
                                                                     ---------------     -------------
                                                                             44,866           121,944
                                                                     ---------------     -------------
COMMITMENTS (NOTE 4)
STOCKHOLDERS' EQUITY
  SHARE CAPITAL (NOTE 2)
    AUTHORIZED
      50,000,000 COMMON SHARES WITH A PAR VALUE
                 OF $.001 PER SHARE
      10,000,000 PREFERRED SHARES WITH A PAR VALUE
                 OF $.001 PER SHARE
    ISSUED AND PAID IN CAPITAL
      12,862,069 COMMON SHARES
        (2000 - 11,822,209 COMMON SHARES)                                 1,162,057           862,140
  SHARE SUBSCRIPTIONS                                                             -           220,500
  DEFICIT ACCUMULATED DURING
   THE DEVELOPMENT STAGE                                                 (1,092,155)         (958,710)
  DEFERRED TRANSLATION ADJUSTMENT                                            (3,156)                -
                                                                     ---------------     -------------
TOTAL STOCKHOLDERS' EQUITY                                                   66,746           123,930
                                                                     ---------------     -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $      111,612      $    245,874
                                                                     ===============     =============
</TABLE>

APPROVED BY THE DIRECTORS

       /s/ ROBERT SMART
---------------------------------

       /s/ BRETT CHARLTON
---------------------------------

                                    UNAUDITED
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



                                       4
<PAGE>


                           PRAXIS PHARMACEUTICALS INC.
                          (A DEVELOPMENT STAGE COMPANY)

            INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

        FOR THE NINE MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
                       AND CUMULATIVE TO FEBRUARY 28, 2001

                           (EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>

                                                            CUMULATIVE TO                 NINE MONTHS ENDED
                                                             FEBRUARY 28,           FEBRUARY 28,        FEBRUARY 29,
                                                                 2001                   2001                2000
                                                            --------------          --------------------------------
<S>                                                         <C>                     <C>                 <C>

PROJECT EXPENSES
  RESEARCH AGREEMENT AMENDMENT                              $      45,000           $          -        $         -
  RESEARCH ADVANCES                                               229,076                      -            135,351
  PATENT COSTS                                                      8,360                  5,540                  -
  RELATED PARTY CONSULTING FEES                                    81,646                 16,108             65,538
  RECOVERED COSTS
    CASH                                                         (135,594)                     -           (132,193)
    INVESTMENT CONSIDERATION                                      (26,000)                     -            (26,000)
                                                            --------------          ------------        ------------
                                                                  202,488                 21,648             42,696
                                                            --------------          ------------        ------------
ADMINISTRATION EXPENSES
  BANK CHARGES AND EXCHANGE                                        16,828                 13,473                551
  CONSULTING FEES                                                 257,858                      -              2,500
  FINDERS FEES                                                      7,500                      -                  -
  INTEREST ON CONVERTIBLE DEBENTURES                               16,667                      -                  -
  OFFICE AND SECRETARIAL                                           31,044                  5,004              8,993
  PROFESSIONAL FEES                                               119,794                 32,366             40,137
  PROMOTION AND TRAVEL                                            239,164                 60,954             73,832
  RELATED PARTY
    ADMINISTRATION CHARGES                                         48,814                      -             31,550
                                                            --------------          ------------        ------------
                                                                  737,669                111,797            157,563
                                                            --------------          ------------        ------------
LOSS FROM OPERATIONS                                              940,157                133,445            200,259
EQUITY SHARE IN LOSS OF INVESTEES                                  26,998                      -                  -
                                                            --------------          ------------        ------------
NET LOSS FOR THE PERIOD                                           967,155                133,445            200,259
DEFICIT BEGINNING OF THE PERIOD                                         -                958,710            683,870
RE-ORGANIZATION COSTS                                             125,000                      -                  -
                                                            --------------          ------------        ------------
DEFICIT END OF THE PERIOD                                   $   1,092,155           $  1,092,155        $   884,129
                                                            ==============          ============        ============
BASIC LOSS PER SHARE                                                                $        .01        $       .02
                                                                                    ============        ============
WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES OUTSTANDING                                                        12,183,982         11,614,910
                                                                                    ============        ============

</TABLE>


                                   UNAUDITED
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




                                       5
<PAGE>


                          PRAXIS PHARMACEUTICALS INC.
                         (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOW

       FOR THE NINE MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
                      AND CUMULATIVE TO FEBRUARY 28, 2001

                          (EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>

                                                            CUMULATIVE TO                   NINE MONTHS ENDED
                                                             FEBRUARY 28,           FEBRUARY 28,        FEBRUARY 29
                                                                2001                    2001                2000
                                                            -------------           ------------        -----------
<S>                                                         <C>                     <C>                 <C>

CASH PROVIDED (USED) BY
  OPERATING ACTIVITIES
    NET LOSS FOR THE PERIOD                                 $   (967,155)           $  (133,445)        $ (200,259)
    NON-CASH ITEMS
      INVESTMENT CONSIDERATION FOR                               (26,000)                     -            (26,000)
        RECOVERED COSTS
      ISSUE OF SHARES FOR
        SERVICES                                                 237,208                      -                  -
        RESEARCH AGREEMENT                                        45,000                      -                  -
      INTEREST ON CONVERTIBLE                                     16,667                      -                  -
        DEBENTURES
      EQUITY SHARE IN LOSS OF                                     26,998                      -                  -
        INVESTEES
    CHANGE IN NON-CASH OPERATING
      ITEMS
      OTHER RECEIVABLE                                            (1,239)                47,509                  -
      ACCOUNTS PAYABLE                                            33,308                (17,210)            29,182
                                                            -------------           ------------        -----------
                                                                (635,213)              (103,146)          (197,077)
                                                            -------------           ------------        -----------
INVESTING ACTIVITIES
  INVESTMENT IN EQUITY AFFILIATE                                  (1,000)                     -             (1,000)
                                                            -------------           ------------        -----------
FINANCING ACTIVITIES
  OWING TO RELATED PARTIES                                        11,558                (59,868)           (41,656)
  SHARE CAPITAL ISSUED
    FOR CASH                                                     782,642                299,917            150,000
    FOR CONVERSION OF                                             50,000                      -                  -
      DEBENTURES
  SHARE SUBSCRIPTIONS                                                  -               (220,500)                 -
  REORGANIZATION COSTS                                           (94,460)                     -                  -
                                                            -------------           ------------        -----------
                                                                 749,740                 19,549            108,344
                                                            -------------           ------------        -----------
  TRANSLATION ADJUSTMENT                                          (3,156)                (3,156)                 -
                                                            -------------           ------------        -----------
CHANGE IN CASH FOR THE PERIOD                                    110,371                (86,753)           (89,733)
CASH BEGINNING OF THE PERIOD                                           -                197,124            103,513
                                                            -------------           ------------        -----------
CASH END OF THE PERIOD                                      $    110,371            $   110,371         $   13,780
                                                            =============           ============        ===========

</TABLE>


                                    UNAUDITED
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                       6
<PAGE>


                          PRAXIS PHARMACEUTICALS INC.
                         (A DEVELOPMENT STAGE COMPANY)

             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                               FEBRUARY 28, 2001
                          (EXPRESSED IN U.S. DOLLARS)



1.      BASIS OF PRESENTATION

        The interim consolidated  financial statements of Praxis Pharmaceuticals
        Inc.  (Praxis)  include  the  accounts  of Praxis  and its  wholly-owned
        subsidiaries,  Praxis  Pharmaceuticals  Inc., a Nevada  corporation  and
        Praxis Pharmaceuticals  (International) Pty. Limited., a private company
        registered in Australia.  These financial  statements have been prepared
        under generally  accepted  accounting  principles  applicable to interim
        financial  statements  and therefore do not include all the  disclosures
        required for annual  financial  statements.  Accordingly,  these interim
        consolidated financial statements should be read in conjunction with the
        audited annual consolidated  financial statements for the year ended May
        31, 2000 and  included  with  Praxis'  annual  report Form 10-K.  In the
        opinion  of  management,   these   financial   statements   contain  all
        adjustments necessary to present fairly the financial position,  results
        of operations  and cash flow for the  nine-month  periods ended February
        28, 2001 and February 29, 2000.  Interim  results of operations  are not
        necessarily indicative of the results of operations for the full year.

2.      SHARE CAPITAL

        a.   Authorized

                50,000,000 Common shares with a par value of $.001 per share
                10,000,000 Preferred shares with a par value of $.001 per share

<TABLE>
<CAPTION>
        b.      Issued and Paid In Capital                         SHARES      CONSIDERATION
                                                                   ------      -------------
<S>                                                              <C>           <C>
                  Balance at May 31, 2000                        11,822,209    $    862,140

                  Issued during the period
                    For cash subscriptions @ $.40                   612,500         245,000
                    Finders fees                                          -         (24,500)
                    Finders fees settled for shares                  61,250          24,500
                    For exercise of stock options @ $.15            366,110          54,917
                                                                 ----------    -------------

                  Balance February 28, 2001                      12,862,069    $  1,162,057
                                                                 ==========    ============
</TABLE>




                                    UNAUDITED

                                       7
<PAGE>


                           PRAXIS PHARMACEUTICALS INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 28, 2001
                           (EXPRESSED IN U.S. DOLLARS)




2.      SHARE CAPITAL (CONTINUED)

        c.     Incentive Stock Options and Warrants

               The  exercise price of stock  options is not less than the quoted
               market value  of the shares on the  date the options were granted
               or repriced.  Accordingly, no stock option  compensation has been
               recognized in the financial statements.

               Outstanding stock options

                    1,132,220 common shares @ $.15 per share to January 9, 2004
                      200,000 common shares @ $.15 per share to January 9, 2006

               Outstanding warrants

                      612,500 common shares @ $.50 per share to April 17, 2001
                              (lapsed without being exercised)

3.      SEGMENTED INFORMATION

        a.     Cash

               The  Company  maintains  its cash balance in  U.S.,  Canadian and
               Australian  currencies.  At  the  period  end,  the  U.S.  dollar
               equivalents were as follows:


                                             February 28,            May 31,
                                                 2001                 2000
                                                 ----                 ----

                  U.S. dollars              $        3,930      $        97,117
                  Australian dollars               105,961               99,995
                  Canadian dollars                     480                   12
                                            --------------      ---------------
                                            $      110,371      $       197,124
                                            ==============      ===============


        b.     Geographic Segments

               The Company's activities are  all in the one industry  segment of
               the  research  and development  of pharmaceutical  products.  The
               research and development is carried out in Australia.

4.      LICENSE AGREEMENT COMMITMENTS

        The  Company  entered into a Research, Development and License Agreement
        in  1999  to  grant  an   exclusive  license  to  make,  use  and   sell
        pharmaceutical  products and  processes relating to arthritis and dermal
        wrinkles. The parties terminated the agreement in 2001. As consideration
        for efforts made, shares and cash received, the  Company is obligated to
        pay  a 30% net  revenue royalty from  licensed products to  a maximum of
        $250,000 during the first three years of product sales.

                                   UNAUDITED


                                       8

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following  discussion  of the financial  condition and results of operations
for Praxis  Pharmaceuticals,  Inc. ("Praxis" or the "Company") should be read in
conjunction with the accompanying financial statements and related footnotes.

GENERAL

The Company's  business is the  development and  commercialization  of drugs 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.

Effective  September 30, 1999, Praxis granted a worldwide,  exclusive license to
Fairchild International Inc. ("Fairchild"),  an affiliate,  for all products and
processes  developed,  and to be  developed,  relating to  arthritis  and dermal
wrinkles,  in  consideration  for  2,600,000  shares of  Fairchild  common stock
(valued at $26,000) 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.  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
had been paid.  Under the  exclusive  license,  Praxis was to be paid 35% of net
revenue,  which is any  consideration  received by Fairchild  from the sale of a
licensed  product  or the  granting  of a  sublicense,  after  deduction  of the
following:  $250,000 to be paid by Fairchild plus any other  development  costs,
manufacturing  and production  costs,  marketing and selling costs, and expenses
incurred by Fairchild in connection with obtaining regulatory approvals.

As of February 28, 2001, the Company  terminated its Research,  Development  and
Licence  Agreement  dated May 11,  1999 with  Fairchild.  Under the  termination
agreement, the Company will retain the 2,600,000 Fairchild shares and has agreed
to pay Fairchild 30% of the net revenues from sales of the two  applications  in
the field of use up to maximum of $250,000 over the first three years of sales.

In October  1999,  an agreement  was entered into whereby the equity  investment
made in Praxis' subsidiary,  Praxis Pharmaceuticals Australia Pty. Ltd, would be
reduced to 35% through  research and development  funding invested by Rothschild
Bioscience Managers Limited, of Melbourne,  Victoria.  The Rothschild investment
is solely for the purpose of research and  development  into  phosphosugar-based
anti-inflammatory agents for registered therapeutic use.

It is expected that the  profitability  and  financial  viability of the Company
will  ultimately  rest with the corporate  alliances it can obtain.  The Company
expects  to incur  significant  operating  losses  over at least the next  three
years. It is likely that these losses may increase in the future as the research
and development and clinical trials continue.  The Company's  profitability will
ultimately  depend upon its ability to reach  development and obtain  regulatory
approval for its products,  and to enter into alliances to develop,  manufacture
and market the  products.  There is no  guarantee  that the Company will ever be
profitable.

Praxis' near-term goals are to raise the funds necessary for the next five years
of company research and development  activities through share offerings and cash
flow derived from sales and or licensing agreements on cosmetic products; invest
in a dedicated  research facility and personnel;  and generate  pre-clinical and
early clinical  results for the lead compounds.  Over the long term, its goal is
to develop  strategic  alliances with  established  pharmaceutical  companies in
order to conduct large scale,  late stage clinical trials and to market approved
therapeutics.




                                       9

<PAGE>


RESULTS OF OPERATIONS

The Company continues to incur losses from operations. The net loss for the nine
months ended  February 28, 2001 was $133,445 as compared to $200,259  during the
comparable  nine-month  period  in  2000.  The  decrease  in the net loss is due
primarily  to the  reduction  in the  level of the  Company's  operations.  Only
$21,648 of project  expenses  were  incurred in the 2001 period,  as compared to
$42,696 in the 2000 period.  There was $135,351 in research  advances (offset by
$132,193 in recovered  costs)  during the nine months  ended  February 28, 2000.
Also, administration expenses decreased 19% from $157,563 in 2000 to $111,797 in
2001. Related party administration charges decreased from $31,550 in 2000 to nil
in 2001, as did promotion  and travel  expenses  ($73,832 in 2000 as compared to
$60,954 in 2001) and  professional  fees ($40,137 in 2000 as compared to $32,366
in 2001). The decreases in these types of expenditures  exceeded the increase in
bank charges and exchange ($13,473 in 2001 as compared to $551 in 2000).

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,092,155 at February 28, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its securities.  Through  February 28, 2001, the Company has
sold stock for cash of $782,642.

At February 28, 2001, the Company's working capital was $66,744,  as compared to
$123,928 at May 31, 2000.  The decrease in working  capital was due primarily to
the  repayment  of  $59,868  owed to  related  parties  and the use of cash  for
operations.

Until such time as the Company obtains agreements with third-party  licensees or
partners  to  provide  funding  for  the  Company's   anticipated  research  and
development  activities,  the Company will be dependent  upon  proceeds from the
sale of  securities.  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  research  and
development programs.

The report of the Company's independent auditors on the financial statements for
the year ended May 31, 2000,  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,  requires  additional  financing,  and needs to
continue  the  development  of its  products.  Ultimately  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  develop  a
commercially  viable  product.  Even  if the  Company  were  able to  develop  a
commercially  viable  product,  there is no  assurance  that it would be able to
attain profitable operations.

PLAN OF OPERATION

The Company  currently  has cash and cash  commitments  to support its corporate
overhead for the near-term.  The Company's  subsidiary,  Praxis  Pharmaceuticals
Australia Pty. Ltd., is engaging in research and  development  activities and is
being funded by Rothschild Bioscience Managers Limited. Additional funds will be
needed to support any research and development activities by the parent company.
The  Company  is  seeking  a  joint  venture  partner  to  develop  anti-wrinkle
compounds. Unless extra capital is raised in the next 12 months there will be no
change in the number of employees or rate of research and development. There are
no anticipated purchases of plant or equipment or sale of same.


                                       10

<PAGE>


FORWARD-LOOKING STATEMENTS

Certain  statements  in this  Quarterly  Report on Form 10-QSB and the Company's
Annual  Report on Form 10-KSB for its fiscal year ended May 31, 2000, as well as
statements  made by the Company in periodic press  releases and oral  statements
made by the Company's  officials to analysts and  shareholders  in the course of
presentations about the Company, constitute "forward-looking  statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
forward-looking statements involve known and unknown risks,  uncertainties,  and
other factors that may cause the actual results,  performance or achievements of
the Company to be materially  different from any future results,  performance or
achievements  expressed  or  implied by the  forward  looking  statements.  Such
factors  include,   among  other  things,  (1)  general  economic  and  business
conditions;  (2) interest rate changes;  (3) the relative  stability of the debt
and equity markets; (4) government regulations particularly those related to the
pharmaceutical industry; (5) required accounting changes; (6) disputes or claims
regarding the Company's  intellectual property interests;  and (7) other factors
over which the Company has little or no control.





                                       11



<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES

                  Not Applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

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

                  Not Applicable.

ITEM 5.           OTHER INFORMATION

                  Not Applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  A)       EXHIBITS


<TABLE>
<CAPTION>

    REGULATION                                                                                               CONSECUTIVE
    S-B NUMBER                                               EXHIBIT                                         PAGE NUMBER

<S>                 <C>                                                                                          <C>
        2.1         Stock Exchange Agreement with Micronetics (1)<F1>                                            N/A

        3.1         Articles of Incorporation, as amended and restated (1)<F1>                                   N/A

        3.2         Bylaws (1)<F1>                                                                               N/A

       10.1         Exclusive Licence Agreement dated October 14, 1999 between Anutech Pty Ltd. and              N/A
                    Praxis Pharmaceuticals Australia Pty Ltd. (1)<F1>

       10.2         Licence Agreement dated October 14, 1999 between Anutech Pty Ltd. and Praxis                 N/A
                    Pharmaceuticals Inc. (1)<F1>

       10.3         Shareholders Agreement dated as of October 15, 1999, between Praxis                          N/A
                    Pharmaceuticals Australia Pty Ltd., Praxis Pharmaceuticals Inc., Perpetual
                    Trustees Nominees Limited, and Rothschild Bioscience Managers Limited (1)<F1>

       10.4         1999 Stock Option Plan (1)<F1>                                                               N/A

       10.5         Termination of License and Research & Development Agreement dated February 28,               N/A
                    2001 between Praxis Pharmaceuticals, Inc. and Fairchild International Inc. (2)<F2>

       99.1         Press Release dated March 15, 2001 (2)<F2>                                                   N/A


<PAGE>


---------------------------
<FN>

(1)<F1>  Incorporated by reference to the exhibits filed with the  Registration  Statement on Form 10-SB,  File No.
         0-28627.

(2)<F2>  Incorporated  by reference to the exhibits  filed with the Current  Report on Form 8-K dated  February 28,
         2001, File No. 0-28627.
</FN>
</TABLE>


                 B)      REPORTS ON FORM 8-K:

                 None.


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        PRAXIS PHARMACEUTICALS, INC.
                                        (Registrant)


Date:   May 22, 2001                    By: /s/ ROBERT SMART
                                           ------------------------------------
                                           Robert Smart, Secretary
                                           (Principal financial officer)



                                       13