UNITED STATES
                       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, 2005

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


                         Commission file number 0-28627


                            PATCH INTERNATIONAL INC.
        (Exact name of small business issuer as specified in its charter)


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


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

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

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

 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   X    No
                                        ------    ------

    State the number of shares outstanding of each of the issuer's classes of
                common equity, as of the latest practicable date:
            46,988,641 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                FEBRUARY 28, 2005


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

<PAGE>


PATCH INTERNATIONAL INC.
February 28, 2005
(Unaudited)
                                                                           Index

Consolidated Balance Sheets                                                  3

Consolidated Statements of Operations                                        4

Consolidated Statements of Cash Flows                                        4

Notes to the Consolidated Financial Statements                               6















                                       2

<PAGE>

PATCH INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars)
(Unaudited)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------

                                                                                    February 28,               May 31,
                                                                                            2005                  2004
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                   <C>

ASSETS

Current Assets
     Cash                                                                       $         20,457      $         38,613
     Accounts receivable                                                                  21,161                35,327
     Trading securities (Note 4)                                                               -                28,334
     Prepaid expenses and other                                                            2,457                71,330
-----------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                      44,075               173,604
Property and equipment                                                                     2,269                     -
Oil and gas interests (successful efforts method) (Note 6)                               109,002               130,440
Available-for-sale securities (Note 5)                                                 5,766,000             1,575,000
-----------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                    $      5,921,346      $      1,879,044
=======================================================================================================================

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable and accrued liabilities                                   $        176,985      $        211,952
     Due to related parties (Note 7)                                                     331,953               250,388
-----------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                508,938               462,340
-----------------------------------------------------------------------------------------------------------------------

Going Concern and commitments (Notes 1, 10 and 11)

STOCKHOLDERS' EQUITY

Preferred stock:
10,000,000 preferred shares authorized with par value of $0.001 per share;
none issued and outstanding                                                                    -                     -

Common stock:
100,000,000 common shares authorized with par value of $0.001 per share;
46,988,641 shares issued and outstanding (May 31, 2004 - 40,288,431 shares)               46,989                40,288

Additional paid-in capital                                                             2,675,220             2,062,733

Stock subscriptions receivable                                                           (76,500)                    -

Accumulated other comprehensive income (loss)  (Note 9)                                4,143,000               (48,000)

DEFICIT                                                                               (1,376,301)             (638,317)
-----------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                             5,412,408             1,416,704
-----------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $      5,921,346      $      1,879,044
=======================================================================================================================
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements

                                       3
<PAGE>
PATCH INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
(Unaudited)


<TABLE>
<CAPTION>
                                                            -----------------------------------------------------------------
                                                              Three months     Three months     Nine months      Nine months
                                                                  ended           ended            ended            ended
                                                              February 28,     February 29,    February 28,     February 29,
                                                                  2005            2004             2005             2004
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>             <C>              <C>
Revenue
     Oil and gas                                              $     26,081     $     44,529    $     69,867     $     94,407
     Gain on sale of trading securities                                  -                -               -            3,122
-----------------------------------------------------------------------------------------------------------------------------
                                                                    26,081           44,529          69,867           97,529
-----------------------------------------------------------------------------------------------------------------------------

Expenses
     Consulting                                                     27,680                -         114,389            4,482
     Depletion, depreciation and impairment                          3,708          102,374          52,769          102,374
     Investor relations                                             71,720                -         148,823                -
     Gain on relinquishment of oil and gas properties              (10,996)               -         (10,996)               -
     General and administrative                                     28,661           11,526          84,081           31,067
     Oil and gas production, royalties and other                     9,414           22,492          26,690           40,911
     Professional fees                                              22,957           19,073          63,141           41,993
     Related party administration                                   33,250           21,250          99,750           63,750
     Stock-based compensation                                       47,875                -         192,274                -
     Loss on write-off of proposed acquisition                           -                -          21,000                -
     Loss on sale of trading securities                                  -               89          15,930                -
-----------------------------------------------------------------------------------------------------------------------------

                                                                   234,269          176,804         807,851          284,577
-----------------------------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                                       $   (208,188)    $   (132,275)   $   (737,984)    $   (187,048)
=============================================================================================================================

Net Loss Per Share
     Basic and diluted                                        $      (0.01)    $      (0.01)   $      (0.02)    $      (0.01)

Weighted Average Number Of Common Shares Outstanding
     Basic and diluted                                          45,194,000       20,631,000      43,049,000       20,631,000


</TABLE>










              The accompanying notes are an integral part of these
                        consolidated financial statements

                                       4

<PAGE>


PATCH INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                -----------------------------------
                                                                                 Nine months          Nine months
                                                                                    ended               ended
                                                                                 February 28,         February 29,
                                                                                     2005                2004
-------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                  <C>

Cash Flows from Operating Activities
   Net loss for the period                                                      $     (737,984)      $    (187,048)
   Add back non-cash items:
      Depletion, depreciation and impairment                                            52,769             102,374
      Loss (gain) on sale of trading securities                                         15,930              (3,122)
      Gain on relinquishment of oil and gas                                            (10,996)
      Stock-based compensation                                                         192,274                   -
      Write-off of proposed acquisition                                                 21,000                   -

   Change in non-cash operating assets and liabilities:
      Decrease (increase) in accounts receivable                                        14,165              11,929
      Decrease (increase) in prepaid expenses and other                                 38,247             (17,830)
      Increase (decrease) in accounts payable and accrued liabilities                  131,937             (54,813)
      INCREASE IN DUE TO RELATED PARTIES                                                92,562              99,986
-------------------------------------------------------------------------------------------------------------------

NET CASH (USED IN) OPERATING ACTIVITIES                                               (190,096)            (48,522)
-------------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
   Cash paid for proposed acquisition                                                  (21,000)                  -
   Oil and gas interests                                                                  (381)            (95,352)
   Acquisition of equipment                                                             (2,592)                  -
   Acquisition of trading securities                                                    (1,655)                  -
   PROCEEDS ON SALE OF TRADING SECURITIES                                               14,058              19,002
-------------------------------------------------------------------------------------------------------------------

NET CASH (USED IN) INVESTING ACTIVITIES                                                (11,570)            (76,350)
-------------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities
   Subscription funds received                                                               -               1,700
   COMMON STOCK ISSUED FOR CASH                                                        183,510              71,650
-------------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                              183,510              73,350
-------------------------------------------------------------------------------------------------------------------

Change in cash for the period                                                          (18,156)            (51,522)

CASH, BEGINNING OF PERIOD                                                               38,613              37,553
-------------------------------------------------------------------------------------------------------------------

CASH, END OF PERIOD                                                             $       20,457       $     (13,969)
===================================================================================================================

NON-CASH FINANCING ITEMS
   Common stock issued for debt                                                 $       52,164       $           -
   Stock options exercised for debt                                                    114,740                   -

SUPPLEMENTAL CASH FLOW INFORMATION
   Taxes paid                                                                   $            -       $           -
   Interest paid                                                                             -                   -

</TABLE>

              The accompanying notes are an integral part of these
                        consolidated financial statements

                                       5
<PAGE>
                            PATCH INTERNATIONAL INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2005
                            (Stated in U.S. Dollars)
                                   (Unaudited)


1.   BASIS OF PRESENTATION AND GOING CONCERN CONSIDERATIONS

     The unaudited  consolidated financial information furnished herein reflects
     all adjustments, which in the opinion of management are necessary to fairly
     state the Company's  consolidated financial position and the results of its
     consolidated  operations  for the  periods  presented.  This report on Form
     10-QSB  should  be read in  conjunction  with  the  Company's  consolidated
     financial  statements  and notes  thereto  included in the  Company's  Form
     10-KSB for the fiscal year ended May 31, 2004. The Company assumes that the
     users of the interim financial  information herein have read or have access
     to the audited financial  statements for the preceding fiscal year and that
     the adequacy of additional disclosure needed for a fair presentation may be
     determined in that context.  Accordingly,  footnote disclosure, which would
     substantially  duplicate the  disclosure  contained in the  Company's  Form
     10-KSB  for the fiscal  year  ended May 31,  2004,  has been  omitted.  The
     results of operations for the nine-month period ended February 28, 2005 are
     not  necessarily  indicative of results that may be expected for the fiscal
     year ending May 31, 2005.

     As of February 28, 2005, the Company had not reached a level of operations,
     which would  finance  day-to-day  activities.  These  interim  consolidated
     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.  Management  intends to
     support the Company by exercising stock options and/or warrants,  advancing
     funds  necessary or raising  funds  through  private  placements  until the
     Company can achieve a profitable level of operations.

     The Company  incurred  losses from  operations of $737,984 and $187,048 for
     the  nine-month  periods  ended  February  28, 2005 and  February 29, 2004,
     respectively and has accumulated  losses of $1,376,301 since inception.  At
     February 28, 2005 the Company had a working capital  deficiency of $464,863
     (May 31, 2004 - $288,736).  These  conditions,  among others,  give rise to
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern.  These financial  statements do not include any  adjustments  that
     might arise from this uncertainty.

2.   RECENT PRONOUNCEMENTS

     In December 2004, the Financial  Accounting  Standards  Board (FASB) issued
     Statement of Financial  Accounting  Standard (SFAS) No. 123R,  "SHARE BASED
     PAYMENT".  SFAS  123R  is a  revision  of  SFAS  No.  123  "ACCOUNTING  FOR
     STOCK-BASED  COMPENSATION",  and supersedes APB Opinion No. 25, "ACCOUNTING
     FOR STOCK ISSUED TO  EMPLOYEES"  and its related  implementation  guidance.
     SFAS 123R  establishes  standards for the  accounting for  transactions  in
     which an entity exchanges its equity instruments for goods or services.  It
     also  addresses  transactions  in which an  entity  incurs  liabilities  in
     exchange  for goods or  services  that are  based on the fair  value of the
     entity's equity instruments or that may be settled by the issuance of those
     equity   instruments.   SFAS  123R  focuses  primarily  on  accounting  for
     transactions  in which an entity obtains  employee  services in share-based
     payment transactions. SFAS 123R does not change the accounting guidance for
     share-based payment transactions with parties other than employees provided
     in SFAS 123 as originally  issued and Emerging  Issues Task Force Issue No.
     96-18,  "ACCOUNTING  FOR EQUITY  INSTRUMENTS  THAT ARE ISSUED TO OTHER THAN
     EMPLOYEES  FOR  ACQUIRING,   OR  IN  CONJUNCTION  WITH  SELLING,  GOODS  OR
     SERVICES".  SFAS 123R does not address the  accounting  for employee  share
     ownership  plans,  which are subject to AICPA  Statement of Position  93-6,
     "EMPLOYERS'  ACCOUNTING  FOR EMPLOYEE  STOCK  OWNERSHIP  PLANS".  SFAS 123R
     requires a public entity to measure the cost of employee  services received
     in exchange for an award of equity instruments based on the grant-date fair
     value of the award (with limited exceptions).

                                       6
<PAGE>

PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2005
 (Stated in U.S. Dollars)
(Unaudited)


2.   RECENT PRONOUNCEMENTS (CONTINUED)

     That cost will be  recognized  over the period  during which an employee is
     required  to provide  service  in  exchange  for the award - the  requisite
     service period  (usually the vesting  period).  SFAS 123R requires that the
     compensation   cost  relating  to  share-based   payment   transactions  be
     recognized in financial statements. That cost will be measured based on the
     fair value of the equity or liability instruments issued. The scope of SFAS
     123R  includes  a  wide  range  of  share-based  compensation  arrangements
     including share options, restricted share plans,  performance-based awards,
     share  appreciation  rights,  and employee  share  purchase  plans.  Public
     entities  (other  than  those  filing as small  business  issuers)  will be
     required  to apply SFAS 123R as of the first  interim  or annual  reporting
     period that begins after June 15, 2005.  Public entities that file as small
     business  issuers will be required to apply SFAS 123R in the first  interim
     or annual  reporting  period that  begins  after  December  15,  2005.  For
     nonpublic  entities,  SFAS 123R must be applied as of the  beginning of the
     first annual reporting period beginning after December 15, 2005. Management
     is  currently  evaluating  the  impact of this  standard  on the  Company's
     financial condition and results of operations.

     In December  2004,  FASB issued SFAS No.  153,  "EXCHANGES  OF  NONMONETARY
     ASSETS - AN  AMENDMENT  OF APB OPINION NO. 29". The guidance in APB Opinion
     No.  29,  "ACCOUNTING  FOR  NONMONETARY  TRANSACTIONS",  is  based  on  the
     principle that exchanges of nonmonetary  assets should be measured based on
     the fair value of the  assets  exchanged.  The  guidance  in that  Opinion,
     however, included certain exceptions to that principle. SFAS No. 153 amends
     Opinion No. 29 to eliminate  the  exception  for  nonmonetary  exchanges of
     similar  productive  assets and  replaces it with a general  exception  for
     exchanges of nonmonetary  assets that do not have commercial  substance.  A
     nonmonetary  exchange has commercial  substance if the future cash flows of
     the  entity  are  expected  to  change  significantly  as a  result  of the
     exchange.  The  provisions of SFAS No. 153 are  effective  for  nonmonetary
     asset exchanges  occurring in fiscal periods beginning after June 15, 2005.
     Early  application  is  permitted  and  companies  must apply the  standard
     prospectively.  The  adoption of this  standard  is not  expected to have a
     material  effect  on the  Company's  results  of  operations  or  financial
     position.

     In December  2003,  the United States  Securities  and Exchange  Commission
     issued Staff  Accounting  Bulletin  No. 104,  "REVENUE  RECOGNITION"  ("SAB
     104"),  which  supersedes  SAB  101,  "REVENUE   RECOGNITION  IN  FINANCIAL
     STATEMENTS".  The  primary  purpose  of SAB  104 is to  rescind  accounting
     guidance   contained  in  SAB  101  related  to  multiple  element  revenue
     arrangements,  which was  superseded  as a result of the  issuance  of EITF
     00-21,  "ACCOUNTING FOR REVENUE  ARRANGEMENTS WITH MULTIPLE  DELIVERABLES".
     While the wording of SAB 104 has  changed to reflect  the  issuance of EITF
     00-21,  the  revenue  recognition  principles  of SAB  101  remain  largely
     unchanged  by the issuance of SAB 104. The adoption of SAB 104 did not have
     a material impact on the Company's financial statements.

     In May 2003, FASB issued SFAS No. 150,  "ACCOUNTING  FOR CERTAIN  FINANCIAL
     INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY".  SFAS No.
     150 establishes standards for how an issuer classifies and measures certain
     financial  instruments with characteristics of both liabilities and equity.
     It requires that an issuer  classify a financial  instrument that is within
     its  scope  as a  liability  (or  an  asset  in  some  circumstances).  The
     requirements  of  SFAS  No.  150  apply  to  issuers'   classification  and
     measurement of  freestanding  financial  instruments,  including those that
     comprise  more than one option or forward  contract.  SFAS No. 150 does not
     apply to features that are embedded in a financial instrument that is not a
     derivative  in its  entirety.  SFAS  No.  150 is  effective  for  financial
     instruments  entered into or modified  after May 31, 2003, and otherwise is
     effective at the beginning of the first interim period beginning after June
     15,  2003,  except for  mandatorily  redeemable  financial  instruments  of
     non-public  entities.  It is to be  implemented by reporting the cumulative
     effect of a change in an accounting  principle  for  financial  instruments
     created  before the issuance date of SFAS No. 150 and still existing at the
     beginning of the interim period of adoption.  Restatement is not permitted.
     The  adoption  of this  standard  did not  have a  material  effect  on the
     Company's results of operations or financial position.

                                       7
<PAGE>

<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2005
(Stated in U.S. Dollars)
(Unaudited)

3.   ACQUISITION OF SUBSIDIARY

     Effective March 15, 2004, Praxis Pharmaceuticals,  Inc. ("Praxis") acquired
     100% of the issued and outstanding shares of Patch Energy Inc. ("Patch") by
     issuing  18,232,625 shares of common stock in a one for one share exchange.
     Patch  was  a  private  British  Columbia   corporation   involved  in  the
     exploration, development and production of oil and natural gas.

     A summary of the transaction is as follows:

     The issued and outstanding share capital of Praxis prior to the acquisition
     was 20,630,806  shares of common stock.  The issued and  outstanding  share
     capital of Patch prior to the acquisition  was 18,232,625  shares of common
     stock. The transaction  resulted in the Praxis shareholders  holding 53% of
     the total issued and  outstanding  common  shares,  and Patch  shareholders
     having a total of 47% of the total issued and outstanding  common shares of
     38,863,431  after  the  close  of  the  acquisition.   Even  though  Praxis
     shareholders  ended up with 53% of the total issued and outstanding  common
     shares after the  acquisition,  the former  shareholders  of Patch did have
     control as outlined in items (b),  (c) and (d) of  paragraph 17 of SFAS 141
     "Business Combinations".

     - the existence of a large minority voting interest in the combined entity;
     - control of the board of the combined entity; and
     - domination of the senior management of the combined entity.

     Accordingly, the transaction, which is referred to as a "reverse takeover",
     has been treated for accounting  purposes as an acquisition by Patch of the
     net assets and  liabilities  of Praxis.  Because  Patch is deemed to be the
     purchaser for accounting purposes,  these consolidated financial statements
     are  presented  as a  continuation  of Patch and  include  the  results  of
     operations  of Patch since  incorporation  on February  11,  2002,  and the
     results of operations of Praxis since the date of  acquisition on March 15,
     2004. The comparative  figures for the six-month  period ended November 30,
     2003, are the results of operations of Patch Energy Inc. solely.

     Praxis had net assets of $1,470,975 at the acquisition date; therefore, the
     18,232,625  shares of common stock issued on  acquisition  were issued at a
     fair value of $1,470,975.  Accordingly,  Praxis' net assets are included in
     the consolidated balance sheet at their previously recorded amounts.

     The acquisition is summarized as follows:

        Cash                                        $      1,034
        Available for sale securities                  1,623,000
        Accounts payable, and accrued liabilities       (115,216)
        Due to related parties                           (37,843)
                                                    -------------

        Net assets acquired                         $  1,470,975
                                                    =============


4.   TRADING SECURITIES

<TABLE>
<CAPTION>
                                                                 February 28,           May 31,
                                                                         2005              2004
                                                                 -------------------------------
<S>                                                              <C>              <C>
Trading Securities, NIL common shares (market value $NIL)
(May 31, 2004 - 944,450 common shares (market value $28,334))    $          -     $      28,334
                                                                 ===============================
</TABLE>

                                       8

<PAGE>

PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2005
(Stated in U.S. Dollars)
(Unaudited)


5.   AVAILABLE-FOR-SALE SECURITIES

     The Company owns  approximately  an 8.6% equity interest in Pharmaxis Ltd.,
     an Australian company listed on the Australian Stock Exchange. These shares
     are  restricted  from trading  until  November  10,  2005.  The Company has
     recognized  a discount  from quoted  market  value of  securities  held for
     resale due to the following factors: lack of marketability of the Company's
     holdings due to the trading  restriction  to November  2005, the ability to
     dispose  of  large  - block  holdings  in a  timely  manner,  and the  risk
     associated  with an investment in a startup company engaged in research and
     development.  At February 28, 2005, the discounted market value is recorded
     at  $5,766,000,  net  of  estimated  tax  of  $2,224,000,  resulting  in an
     unrealized  gain of  $4,143,000,  which is recorded as other  comprehensive
     income, a separate component of shareholders' equity.

                                               February 28,          May 31,
                                                       2005             2004
                                            ---------------------------------

        11,200,000 ordinary shares          $     5,766,000    $   1,575,000
                                            =================================


6.   OIL AND GAS INTERESTS

<TABLE>
<CAPTION>
                                                               February 28,           May 31,
                                                                       2005              2004
                                                               -------------------------------
<S>                                                            <C>                 <C>
     Proved oil and gas properties and related equipment
       - California, USA                                       $     15,638        $   15,638
       - Saskatchewan, Canada                                       184,853           184,472
     -----------------------------------------------------------------------------------------

                                                                    200,491           200,110
     Non-producing oil and gas properties
       - Texas, USA                                                  34,385             2,816
     -----------------------------------------------------------------------------------------
                                                                    234,876           202,926
     Accumulated depletion and impairment                          (125,874)          (72,486)
     -----------------------------------------------------------------------------------------

     Balance, end of period                                    $    109,002        $  130,440
     =========================================================================================
</TABLE>

     Oil and Gas Interests - California, USA

     The  Company  has 0.75 of 1% of an  interest  in four test  wells in Tehama
     County,  California  as  consideration  for  providing a loan to  Fairchild
     International  Corporation  ("Fairchild").  During the  period the  Company
     relinquished its interest in these test wells back to Fairchild.

     Oil and Gas Interests - Saskatchewan, Canada

     On May 1, 2002, the Company  acquired a 12.5% working  interest in ten test
     wells  located in  Saskatchewan  by  incurring  15.625%  of the costs.  The
     Company entered into a participation agreement with Fairchild International
     Corporation  ("Fairchild")  whereby  Fairchild  will  earn one third of the
     Company's  interest  in the ten test  wells by  incurring  one third of the
     associated costs. The Company agreed to participate in a second set of nine
     test wells in  Saskatchewan,  Canada,  by agreeing to incur  15.625% of the
     costs to earn a 12.5% working interest.  Fairchild will also earn the right
     to earn 1.75% of the Company's interest by incurring 2.5% of the associated
     costs. The Company entered into a participation agreement dated November 5,
     2003 with Fairchild where the Company granted to Fairchild a 6.75% interest
     in any  subsequent  wells to be drilled on the Farmout Lands  pursuant to a
     Farmout Agreement, as detailed above, in consideration of incurring 8.4375%
     of the costs associated with any such subsequent  wells.  During the period
     Fairchild  relinquished  its  interest  in all the above  wells back to the
     Company.

                                       9
<PAGE>

PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2005
(Stated in U.S. Dollars)
(Unaudited)

     The Company  entered  into a  participation  agreement  with Micron  Enviro
     Systems Inc.  ("Micron")  dated March 27, 2003 where Micron can earn a 3.5%
     working interest by incurring 5% of the associated  costs. The Company also
     entered into a participation  agreement with Butler Development Corporation
     ("Butler")  dated  April 28,  2003  where  Butler  can earn a 3.5%  working
     interest by incurring 5% of the associated  costs and by paying the Company
     CAD$15,000 (received).

     Oil and Gas Interests - Texas, USA

     The Company entered into a participation agreement dated September 30, 2003
     with PB Energy USA Inc. ("PB"),  where the Company was granted the right to
     earn a 3.75% working  interest in a Test Well and a 3.75% working  interest
     in 3 tracts of land  totalling  856 acres lying within the Goliad County of
     Texas, USA (the "Program Lands") known as the Manahuilla Creek Project,  by
     paying 5% of the Prospect Acquisition Costs (being US$15,000 (paid)), 5% of
     the Test Well  Operations  and 3.75% of the costs of Development of Program
     Lands.

     The Company  entered into a  sub-participation  agreement dated November 6,
     2003, with respect to the PB Energy  Agreement,  with Fairchild,  where the
     Company  agreed to grant to Fairchild a 1.875%  interest in a Test Well and
     the Program Lands in consideration of incurring 1.875% of the costs.

     Oil and Gas Interests - Ukraine

     The Company  signed a Memorandum of  Understanding  with Firma HAS to drill
     several wells in the oil and gas fields of Chernigivska, Sumska, Poltavaska
     and Kharkivska regions of Ukraine which have been approved by the Ukrainian
     government. No costs have been incurred to date.

7.   RELATED PARTY TRANSACTIONS

     a)   The  Company  shares  office  facilities and has common management and
          directorships with  a number of  public and  private corporate related
          parties. The  Company is charged for office rentals and administrative
          services on a  proportional cost  basis.  Management believes that the
          methods  of  cost  allocations  and  resultant costs  are  reasonable.
          Related parties  include  directors  and  officers and  companies with
          common  management  and  directorships.   Related  party  accounts are
          unsecured with no fixed terms of interest or  repayment.  At  February
          28, 2005, amounts owing of $331,953 (May 31, 2004 - $250,388) were due
          to related parties.

     b)   Effective  February 11, 2003,  the Company entered into two management
          services   agreements  for  administration  fees  with  directors  and
          officers.  The  payments  due under these  agreements  are $85,000 per
          annum for 2 years.  During the  nine-month  period ended  February 28,
          2005,  $63,750 in related  party  administration  fees were charged to
          operations (2004 - $63,750).

     c)   The Company entered into management agreements for administration fees
          aggregating $6,500 per month commencing  December 31, 2002 to November
          30, 2005 with directors and officers.  An agreement which had required
          payments of $2,500 per month was  terminated  effective  December  31,
          2003.  Under  the  remaining  agreement,   $36,000  in  related  party
          administration  fees were charged to operations  during the nine-month
          period ended February 28, 2005 (2004 - $NIL).

8.   COMMON STOCK

     Share  purchase  warrants are  outstanding  to purchase  895,625  shares of
     common  stock of the  Company  at a price of $0.12  per  share on or before
     January 6, 2006.

     The Company is proposing the distribution of a stock dividend on a pro rata
     basis  of a total of  5,600,000  of the  shares,  or the  proceeds,  of its
     investment in Pharmaxis Ltd. ("Pharmaxis"),  on or after November 15, 2005,
     being  the date  that the  escrow  restrictions  attaching  to such  shares
     expire. For every 7.239 shares of Patch, one share of Pharmaxis or its cash
     equivalent  will be  distributed.

                                       10


<PAGE>
PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2005
(Stated in U.S. Dollars)
(Unaudited)

     The  directors  of the Company  have fixed July 30, 2004 as the record date
     for determining  shareholders entitled to participate in such distribution.
     The record date is subject to receiving all required  regulatory  approvals
     and fulfilling all necessary statutory  requirements in order to permit the
     distribution to occur.

     During the  nine-month  period ended  February 28, 2005, the Company issued
     521,640 shares of common stock at $0.10 per share in extinguishment of debt
     totaling  $52,164,  and issued 1,735,570 shares of common stock pursuant to
     stock option exercises in extinguishment of debt totaling $114,740.


     A summary of the Company's stock option activity is as follows:


                                                       February 28, 2005
                                                 ----------------------------
                                                                    Weighted
                                                        Number       Average
                                                            of      Exercise
                                                       Options         Price
                                                 ----------------------------

         Balance, May 31, 2004                       4,405,000        $ 0.12
         Issued                                     10,228,570        $ 0.06
         Cancelled/Forfeited                          (700,000)       $ 0.14
         Exercised                                  (6,178,570)       $ 0.06
                                                 ---------------------------

         Balance, February 28, 2005                  7,755,000       $ 0.07
                                                 ===========================



     During the  nine-month  period ended  February 28,  2005,  1,375,000  stock
     options were repriced from $0.165 to $0.07 per share.

     As at February 28, 2005, the following options are outstanding:

<TABLE>
<CAPTION>
                                          OUTSTANDING                                    EXERCISABLE
                       --------------------------------------------------    ------------------------------------
                                               Weighted                                                 Weighted
                                                Average         Weighted                                 Average
                              Number          Remaining          Average               Number           Exercise
             Exercise             of        Contractual         Exercise                   of              Price
                Price         Shares       Life (years)            Price               Shares           Weighted
     --------------------------------------------------------------------    ------------------------------------
<S>                        <C>                     <C>            <C>               <C>                   <C>
     $   0.045 - 0.10      7,755,000               3.65           $ 0.07            7,755,000             $ 0.07
                       --------------------------------------------------    ------------------------------------

                           7,755,000               3.65           $ 0.07            7,755,000             $ 0.07
                       ==================================================    ====================================
</TABLE>

     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.
     During  the  nine-month   period  ended  February  28,  2005,   stock-based
     compensation  for  consultants   amounting  to  $192,274  was  recorded  on
     9,428,570 stock options; 4,828,570 stock options priced at $0.07 per share,
     1,000,000  stock  options  priced at $0.055 per share and  3,600,000  stock
     options at $0.045 per share.


                                       11
<PAGE>
PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2005
(Stated in U.S. Dollars)
(Unaudited)


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


<TABLE>
<CAPTION>
                                                         Three months    Three months     Nine months     Nine months
                                                             ended          ended            ended           ended
                                                         February 28,    February 29,     February 28,    February 29,
                                                             2005            2004             2005            2004
<S>                                                     <C>             <C>              <C>             <C>
     Net Loss - as reported                             $   (208,188)   $   (132,275)    $   (737,984)   $   (187,048)
        Add: Stock-based compensation expense included
        in net loss - as reported                             47,875               -          192,274               -
        Deduct: Stock-based compensation expense
        determined under fair value method                   (47,875)              -         (226,169)              -
                                                        ---------------------------------------------------------------

     Net Loss - Pro-Forma                               $   (208,188)   $   (132,275)    $   (771,879)   $   (187,048)
                                                        ===============================================================


     Basic and Diluted net loss per share - as reported $      (0.01)   $      (0.01)    $      (0.02)   $      (0.01)
                                                        ---------------------------------------------------------------

     Basic and Diluted net loss per share - Pro-Forma   $      (0.01)   $      (0.01)    $      (0.02)   $      (0.01)
                                                        ===============================================================
</TABLE>

     The fair value of each option granted during the nine months ended February
     28,  2005 was  estimated  using  the  Black-Scholes  option  pricing  model
     assuming a dividend yield of 0.0%,  expected  volatility of 179%, risk free
     interest rate of 2.46%,  and weighted  average  expected  option terms of 1
     year.

9.   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

<TABLE>
<CAPTION>
                                                         Three months    Three months     Nine months     Nine months
                                                             ended          ended            ended           ended
                                                         February 28,    February 29,     February 28,    February 29,
                                                             2005            2004             2005            2004
<S>                                                     <C>             <C>              <C>             <C>

     Net Loss for the period                            $   (208,188)   $   (132,275)    $   (737,984)   $   (187,048)
     Unrealized holding gain arising during the period      1,912,000              -        4,191,000               -
                                                        --------------------------------------------------------------

     Comprehensive income (loss) for the period         $  1,703,812    $   (132,275)    $  3,453,016    $   (187,048)
                                                        ==============================================================
</TABLE>

10.  COMMITMENT

     The  Company  entered  into a  letter  of  intent  with Mr.  Danilo  Mancin
     ("Mancin") to jointly pursue commercial opportunities in Algeria and Libya.
     As consideration  for Mancin's  services,  the Company agreed to pay $3,000
     per  month  up to the  earlier  of  March  31,  2005 or the date on which a
     commercial  transaction  is  entered  into  subject to  specified  terms as
     described  in the service  agreement,  and issue  stock  options to acquire
     400,000  common  shares of the  Company at an  exercise  price of $0.07 per
     share for a term of 5 years.  The Company  also  agreed to issue  2,500,000
     common  shares  upon  execution  of  the  first  agreement,  and a  further
     2,500,000 common shares upon completion of the first transaction.


                                       12
<PAGE>
PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2005
(Stated in U.S. Dollars)
(Unaudited)


11.  SUBSEQUENT EVENTS

     a)  The Company received proceeds of $71,500 upon the exercise of 1,200,000
         stock  options as follows;  700,000 shares of common stock at $0.07 per
         share and 500,000 shares of common stock at $0.045 per share.

     b)  The  Company signed  a Memo of Understanding with Carthago Oil Company,
         Tunisia,  for  the right to acquire  40% of an oil and gas  interest in
         Northern Tunisia  by committing approximately $4,000,000 to fund a work
         program which  includes the drilling of one well. The Company has until
         April 30, 2005 to  sign a farm-in  agreement and until June 30, 2005 to
         reach a transfer agreement and joint operating agreement.

     c)  The  Company signed  a participation agreement  to participate in a gas
         project located  in Alberta, Canada. The Company acquired a 25% working
         interest in the project,  which  consists of one initial well, with the
         potential to drill multiple wells if the first well is successful.










                                       13

<PAGE>



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

The following  discussion  of the financial  condition and results of operations
for the Company 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.  The Company had not  generated  any revenues  from  product  sales,
royalties or license fees. Due to the inability of the Company to obtain funding
and/or partners to pursue its pharmaceutical  projects, it decided to seek other
business  opportunities.  As of March 15,  2004,  the  Company  consummated  the
Arrangement  Agreement with Patch Energy Inc.  ("Patch") under which the Company
acquired Patch, a privately-held oil and gas company continued under the laws of
Canada, in a stock-for-stock transaction. As a result of the acquisition,  Patch
is a wholly owned  subsidiary of the Company.  In the  arrangement,  each issued
common share of Patch was exchanged for one common share of the Company. A total
of 18,232,625 shares were issued,  bringing the issued and outstanding shares of
the Company to 38,224,372 at that time.

The  acquisition  has been treated for accounting  purposes as an acquisition by
Patch of the net assets and liabilities of the Company.  Because Patch is deemed
to  be  the  purchaser  for  accounting  purposes,  the  consolidated  financial
statements are presented as a  continuation  of Patch and include the results of
operations of Patch since incorporation on February 11, 2002, and the results of
operations of the Company since the date of acquisition on March 15, 2004.

RESULTS OF OPERATIONS

THREE MONTHS ENDED FEBRUARY 28, 2005. The Company  generated  $26,081 in oil and
gas revenues for the three months ended February 28, 2005, a decrease of $18,448
or 41.4% from the  comparable  2004  period.  The  decrease was due to decreased
production  from its  Saskatchewan  properties.  While  oil and gas  production,
royalties and other  expenses also  decreased  from $22,492 in 2004 to $9,414 in
2005, Patch's oil and gas operations were more profitable in 2004 than in 2005.

Expenses,  other than oil and gas  production  expenses,  were  $224,855 for the
quarter  ended  February  28,  2005,  as compared to non-oil and gas  production
expenses of $154,312 for the comparable  2004 period,  an increase of $70,543 or
45.7%.  The  increase  in  expenses  is  due  primarily  to  higher  stock-based
compensation,  consulting,  investor  relations,  professional fees, general and
administrative,  and related party administration  expenses. With the completion
of the business  combination in March 2004,  Patch  essentially  became a public
company as of that time. As a public company, greater expenses for items such as
consulting,  investor relations,  general and administrative,  and related party
administration functions have been incurred.

As a result  of the  significantly  increased  expenses  for the  quarter  ended
February 28, 2005,  the net loss was  $208,188,  an increase of $75,913  (57.4%)
over the loss for 2004 of $132,275.

NINE MONTHS ENDED  FEBRUARY 28, 2005. The Company  generated  $69,867 in oil and
gas revenues for the nine months ended  February 28, 2005, a decrease of $24,540
or 26.0% from the  comparable  2004  period.  The  decrease was due to decreased
production  from its  Saskatchewan  properties.  While  oil and gas  production,
royalties and other  expenses also  decreased from $40,911 in 2004 to $26,690 in
2005, Patch's oil and gas operations were more profitable in 2004 than in 2005.

In addition,  the Company recorded $3,122 in gain on sale of trading  securities
in 2004. No such gains were reported in 2005.

Expenses, other than oil and gas production expenses, were $781,161 for the nine
months  ended  February  28,  2005,  as compared  to non-oil and gas  production
expenses of $243,666 for the comparable 2004 period,

                                       14
<PAGE>

an increase of $537,495 or 220.6%.  The increase in expenses is due primarily to
higher stock-based  compensation,  consulting,  investor  relations,  depletion,
depreciation and impairment,  professional fees, general and administrative, and
related  party  administration  expenses.  With the  completion  of the business
combination in March 2004, Patch essentially  became a public company as of that
time.  As a public  company,  greater  expenses  for items  such as  consulting,
investor relations, general and administrative, and related party administration
functions have been incurred.

Also  during the nine months  ended  February  28,  2005,  the Company  recorded
$21,000 on the loss from a write-off of a proposed acquisition.

As a result of the  significantly  increased  expenses for the nine months ended
February 28, 2005, the net loss was $737,984,  an increase of $550,936  (294.5%)
over the loss for 2004 of $187,048.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for the Company's operations has
been the private sale of its  securities and advances from related  parties,  as
revenues generated are not yet sufficient to cover operating expenses.

For the nine months ended February 28, 2005,  cash used in operating  activities
was $190,096.  Financing  activities  provided  cash of $183,510,  consisting of
proceeds from the sale of common stock, during this period. In addition, $11,570
was used in investing activities, primarily towards the proposed acquisition. In
comparison,  in 2004,  operating  activities  used cash of $48,522 and investing
activities used cash of $76,350.

At February  28,  2005,  the  Company had cash of $20,457 and a working  capital
deficit of  $464,863.  This  compares to cash of $38,613  and a working  capital
deficit of $288,736 at May 31,  2004.  The  decrease in working  capital was due
primarily  to the  decrease  in current  assets,  which were used for  operating
expenses during the nine-month period.

The Company will be dependent  upon proceeds from the sale of securities  and/or
advances from related parties until its operations  generate revenues sufficient
to cover operating expenses. 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, 2004,  includes an explanatory  paragraph relating to the
uncertainty of the Company's ability to continue as a going concern. The Company
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's  strategy is to diversify  its oil and gas  operations.  While it
continues to pursue promising properties and opportunities in Canada, it is also
pursuing  opportunities in Ukraine,  Algeria, and Libya. The Company anticipates
that it will take a few years to develop such  opportunities.  Therefore it will
probably  pursue  the first of such  opportunities  to  develop  and not  pursue
opportunities in each country.

The Company  requires  cash to support its  operations  for at least the next 12
months. The Company 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.  The Company 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.


                                       15
<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, 2004, 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) required accounting changes; and (5) other factors over
which the Company has little or no control.


ITEM 3.  CONTROLS AND PROCEDURES

On February  28,  2005,  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.

















                                       16

<PAGE>


PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            Not Applicable.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

            During the quarter ended February 28, 2005, 2,700,000 shares of
            common stock were sold for $128,500 pursuant to the exercise of
            outstanding stock options to 4 persons who were consultants to or
            employees of the Company.

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

--------------------------------------------------------------------------------
REGULATION                                                            SEQUENTIAL
S-B NUMBER                         EXHIBIT                           PAGE NUMBER
--------------------------------------------------------------------------------
   2.1       Stock Exchange Agreement with Micronetics, Inc. (1)          N/A
--------------------------------------------------------------------------------
   2.2       Arrangement Agreement made among Praxis Pharmaceuticals      N/A
             Inc. and Patch Energy Inc. dated as of October 20, 2003
             (2)
--------------------------------------------------------------------------------
   2.3       Articles of Merger Merging Praxis Pharmaceuticals Inc.,      N/A
             a Utah Corporation, in to Patch International Inc., a
             Nevada Corporation (3)
--------------------------------------------------------------------------------
   3.1       Articles of Incorporation, as amended (4)                    N/A
--------------------------------------------------------------------------------
   3.2       Bylaws (4)                                                   N/A
--------------------------------------------------------------------------------
  10.1       1999 Stock Option Plan (1)                                   N/A
--------------------------------------------------------------------------------
  10.2       Termination of License and Research & Development            N/A
             Agreement dated February 28, 2001 between Praxis
             Pharmaceuticals Inc. and Fairchild International
             Corporation (5)
--------------------------------------------------------------------------------
  10.3       Amendment to Termination Agreement between Praxis            N/A
             Pharmaceuticals Inc. and Fairchild International Inc.
             (6)
--------------------------------------------------------------------------------


                                       17
<PAGE>


--------------------------------------------------------------------------------
REGULATION                                                            SEQUENTIAL
S-B NUMBER                         EXHIBIT                           PAGE NUMBER
--------------------------------------------------------------------------------
  10.4       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 Cowden (6)
--------------------------------------------------------------------------------
  10.5       Management services agreement with David Stadnyk dated       N/A
             December 1, 2002 (7)
--------------------------------------------------------------------------------
  10.6       Management services agreement with Winston Cabell dated      N/A
             December 1, 2002 (7)
--------------------------------------------------------------------------------
  10.7       Assignment of Invention with Clearcoll Pty Limited           N/A
             dated February 11, 2003 (7)
--------------------------------------------------------------------------------
  10.8       Letter agreement dated March 14, 2003 amending               N/A
             Terminations Agreement with Fairchild International
             Corporation (7)
--------------------------------------------------------------------------------
  10.9       Management services agreement between Patch Energy Inc.      N/A
             and David Stadnyk dated February 11, 2002 (4)
--------------------------------------------------------------------------------
  10.10      Letter agreement dated February 18, 2004 regarding           N/A
             Termination Agreement with Fairchild International
             Corporation (4)
--------------------------------------------------------------------------------
  10.11      2004 Stock Option Plan (8)                                   N/A
--------------------------------------------------------------------------------
    21       Subsidiaries of the registrant (1)                           N/A
--------------------------------------------------------------------------------
  31.1       Rule 13-14(a) Certification of Principal Executive            20
             and Financial Officer
--------------------------------------------------------------------------------
  32.1       Certification Pursuant to 18 U.S.C. Section 1350 as           21
             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 with the registrant's
     current report on Form 8-K dated March 15, 2004.
(3)  Incorporated  by reference  to  the  exhibits  filed  with the registrant's
     current report on Form 8-K dated June 15, 2004.
(4)  Incorporated  by  reference  to  the  exhibits  filed with the registrant's
     annual report on Form 10-KSB for the fiscal year ended May 31, 2004.
(5)  Incorporated  by  reference  to  the  exhibits  filed with the registrant's
     current report on Form 8-K dated February 28, 2001.
(6)  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.
(7)  Incorporated by reference to the exhibits filed to  the registrant's annual
     report on Form 10-KSB for the fiscal year ended May 31, 2003.
(8)  Incorporated  by  reference  to  the  exhibits  filed with the registration
     statement on Form S-8, file no. 333-120277.


                                       18

<PAGE>



                                   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.

                                         PATCH INTERNATIONAL INC.
                                         (Registrant)


Date: April 14, 2005                     By:  /s/ DAVID STADNYK
                                            ------------------------------------
                                              David Stadnyk, President
                                              (Principal financial officer)



















                                       19