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 29, 2004

[ ]      TRANSITION REPORT UNDER SECTION 13 OF 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.)

      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:
           38,224,372 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                 MARCH 15, 2004


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


<PAGE>












                           PRAXIS PHARMACEUTICALS INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                                FEBRUARY 29, 2004
                            (Stated in U.S. Dollars)






















                                       2
<PAGE>

PRAXIS PHARMACEUTICALS INC.
(A Development Stage Company)
BALANCE SHEET
(Stated in U.S. Dollars)

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

                                                                                  February 29,            May 31,
                                                                                          2004               2003
-------------------------------------------------------------------------------------------------------------------
                                                                                     UNAUDITED            AUDITED
<S>                                                                            <C>                 <C>
ASSETS

Current Assets
     Cash                                                                      $       1,034       $           904
     Amounts receivable                                                                    -                 3,065
-------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                   1,034                 3,969

Available-for-sale securities (Note 3)                                             1,583,000                     1
-------------------------------------------------------------------------------------------------------------------

Total Assets                                                                   $   1,584,034       $         3,970
===================================================================================================================

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY)

 Current Liabilities
     Accounts payable                                                          $     115,216       $        76,015
     Due to related parties (Note 4)                                                  61,135                 5,793
-------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                            176,351                81,808
-------------------------------------------------------------------------------------------------------------------

Going Concern (Note 1)

STOCKHOLDERS' EQUITY (DEFICIENCY)

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

 Common stock:
 50,000,000 common shares authorized with par value of $0.001 per share;
 19,991,747 shares issued and outstanding (May 31, 2003 - 19,791,747
 shares)                                                                              19,990                19,790

 Common stock subscriptions receivable                                                     -                (6,922)

 Additional paid-in capital                                                        1,582,534             1,494,644

Accumulated other comprehensive income (Note 6)                                    1,582,999                   -

Deficit accumulated during the development stage                                  (1,777,840)           (1,585,350)
-------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity (Deficiency)                                            1,407,683               (70,916)
-------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity (Deficiency)                        $   1,584,034       $         3,970
===================================================================================================================
</TABLE>

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

                                       3

<PAGE>


PRAXIS PHARMACEUTICALS INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Stated in U.S. Dollars)
(UNAUDITED)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                     Accumulated
                                        from
                                      inception             Three Months Ended                 Nine Months Ended
                                   to February 29,     February 29,     February 28,     February 29,      February 28,
                                         2004              2004             2003             2004              2003
----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>              <C>              <C>               <C>

Project Expenses
     Research agreement
       amendment                   $        45,000     $         -      $          -     $         -       $          -
     Research costs                       255,883                -                 -               -                  -
     Patent costs                           9,734                -                 -               -              1,024
     Recovered costs
       Cash                              (135,594)               -                 -               -                  -
       Investment consideration           (26,000)               -                 -               -                  -
     Related party consulting
       fees                               211,009                -                 -               -             25,000
     Royalties                             59,428                -            13,426               -             42,494
----------------------------------------------------------------------------------------------------------------------------
                                          419,460                -            13,426               -             68,518
----------------------------------------------------------------------------------------------------------------------------

Administration Expenses
     Bank charges and exchange             22,066              501               122           1,680              2,154
     Consulting                           474,648            4,500            42,543         101,590             92,343
     Finder's fees                          7,500                -                 -               -                  -
     Interest on convertible
       debentures                          16,667                -                 -               -                  -
     Office and secretarial                67,465            2,496            10,637           6,256             17,334
     Professional fees                    242,090            9,242             5,829          29,465             37,026
     Promotion and travel                 330,214                -                 -               -             23,619
     Related party
       administration                     203,054           14,500            21,500          53,500             44,937
     Gain on sale of
       investments                       (157,472)               -           (20,136)              -            (63,738)
     Reorganization costs                 125,000                -                 -               -                  -
     Loss on sale of treasury
       shares                                 150                -                 -               -                  -
----------------------------------------------------------------------------------------------------------------------------
                                        1,331,382           31,239            60,495         192,491            153,675
----------------------------------------------------------------------------------------------------------------------------

Loss from Operations                   (1,750,842)         (31,239)          (73,921)       (192,491)          (222,193)

Equity Share In Loss of                   (26,998)               -                 -               -                  -
  Investees
----------------------------------------------------------------------------------------------------------------------------
Net Loss for the Period          $     (1,777,840)     $   (31,239)     $    (73,921)    $  (192,491)      $   (222,193)
============================================================================================================================


Basic Loss Per Share                                   $     (0.00)     $      (0.01)    $     (0.01)      $      (0.02)
============================================================================================================================

Weighted Average Number Of Common Shares Outstanding    19,991,747       14,082,069       19,902,858       $ 11,975,334
============================================================================================================================
</TABLE>

(Diluted loss per share has not been presented as the result is anti-dilutive)


   The accompanying notes are an integral part of these financial statements.
                                       4
<PAGE>
PRAXIS PHARMACEUTICALS INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Stated in U.S. Dollars)
(UNAUDITED)

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

                                                                                       Nine month period ended
                                                                                 February 29,          February 28,
                                                                                      2004                 2003
--------------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>                    <C>
Cash Flows from Operating Activities
     Net loss for the period                                                    $    (192,491)         $   (222,193)
     Add back non-cash items:
         Gain on sale of investments                                                                        (63,738)
         Issue of shares and subscriptions for services                                     -               114,620
         Stock based compensation                                                      81,890                     -

     Change in non-cash operating assets and liabilities:
         Amounts receivable                                                             3,633                 6,792
         Accounts payable                                                              45,402               (15,418)
         Related parties                                                               59,501                     -
--------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                                  (2,065)             (179,937)
--------------------------------------------------------------------------------------------------------------------
Investing Activities
     Proceeds on sale of investments                                                        -                63,738
--------------------------------------------------------------------------------------------------------------------
Net cash provided by investing activities                                                   -                63,738
--------------------------------------------------------------------------------------------------------------------
Financing Activities
     Share capital issued for cash                                                          -                53,650
     Advances from related parties                                                      2,195                16,424
--------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                               2,195                70,074
--------------------------------------------------------------------------------------------------------------------

Change in cash for the period                                                             130               (46,125)

Cash, beginning of period                                                                 904                46,655
--------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                             $       1,034          $        530
====================================================================================================================


NON-CASH FINANCING ACTIVITIES
     Common stock issued for debt                                                       6,200                     -
     Common stock issued for services                                                       -               114,620

</TABLE>

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

                                       5
<PAGE>

                          PRAXIS PHARMACEUTICALS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 29, 2004
                            (Stated in U.S. Dollars)

1.   BASIS OF PRESENTATION AND GOING CONCERN CONSIDERATIONS

The unaudited financial  information  furnished herein reflects all adjustments,
which in the opinion of  management  are necessary to fairly state the Company's
financial  position and the results of its operations for the periods presented.
This  report on Form 10-QSB  should be read in  conjunction  with the  Company's
financial statements and notes thereto included in the Company's Form 10-KSB for
the fiscal year ended May 31,  2003.  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, 2003,  has been omitted.  The results of operations  for the  nine-month
period ended February 29, 2004 are not necessarily indicative of results for the
entire year ending May 31, 2004.

As of February  29,  2004,  the  Company had not reached a level of  operations,
which would finance day-to-day  activities.  These interim 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
believes  the  Company  will be able to  generate  sufficient  funds to meet its
obligations  for a period of at least twelve months from the balance sheet date.
The Company  incurred  losses from  operations  of $192,491 and $222,193 for the
nine-month  periods ended February 29, 2004 and February 28, 2003,  respectively
and has accumulated  losses of $1,777,840 since inception.  At February 29, 2004
the Company had a working  capital  deficiency  of $175,317.  These  conditions,
among others,  give rise to  substantial  doubt about the  Company's  ability to
continue as a going concern.

2.   RECENT PRONOUNCEMENTS

In May 2003, the Financial Accounting Standards Board (FASB) issued Statement of
Financial  Accounting Standard (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.


                                       6
<PAGE>


PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2004
(Stated in U.S. Dollars)

2.   RECENT PRONOUNCEMENTS (CONTINUED)

In December  2002,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of  Financial  Accounting  Standard  (SFAS) No. 148,  "Accounting  for
Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123
to provide  alternative methods of transition for a voluntary change to the fair
value based method of  accounting  for  stock-based  employee  compensation.  In
addition,  SFAS No. 148 expands the disclosure  requirements  of SFAS No. 123 to
require  more  prominent  disclosures  in  both  annual  and  interim  financial
statements about the method of accounting for stock-based employee  compensation
and the effect of the method used on reported results. The transition provisions
of SFAS No. 148 are  effective  for fiscal years ended after  December 15, 2002.
The disclosure provisions of SFAS No. 148 are effective for financial statements
for interim  periods  beginning after December 15, 2002. As permitted under SFAS
148, the Company has continued to apply the accounting provisions of APB No. 25,
and to provide the annual  pro-forma  disclosures  of the effect of adopting the
fair value method as required by SFAS 123 and SFAS 148.  SFAS 148 also  requires
pro-forma  disclosure to be provided on a quarterly  basis.  The Company adopted
SFAS 148 effective June 1, 2003.

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

FASB has also issued SFAS No. 147 and 149 but they do not have any  relationship
to the  operations  of the Company,  therefore a  description  of each and their
respective impact on the Company's operations have not been disclosed.

3.   AVAILABLE-FOR-SALE SECURITIES

The Company  owns  approximately  a 10% 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 29, 2004, the
discounted  market value is recorded at  $1,583,000,  resulting in an unrealized
gain  of  $1,582,999,  net  of tax of  $394,000,  which  is  recorded  as  Other
Comprehensive Income, a separate component of Shareholders' Equity.


                                            February 29,               May 31,
                                                    2004                  2003
                                           ------------------------------------

       11,200,000 ordinary shares            $ 1,583,000                 $   1
                                           ====================================


                                       7


<PAGE>


PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2004
(Stated in U.S. Dollars)

4.   DUE TO RELATED PARTIES

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 29, 2004, amounts owing of $61,135 (May
     31, 2003 - $5,793) were due to related parties.

b)   Management agreements were entered into 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. During the nine-month
     period ended February 29, 2004, the Company incurred administration fees of
     $53,500 (February 28, 2003 - $44,937).

5.   COMMON STOCK

During the nine-month period ended February 29, 2004, the Company issued 200,000
common  shares upon  exercise  of stock  options  for  proceeds of $6,200  which
reduced accounts payable.

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

                                                  February 29, 2004
                                         -----------------------------------
                                                    Number          Average
                                                        of         Exercise
                                                   Options            Price
                                         -----------------------------------

    Balance, beginning of period                 1,530,000      $      0.10
    Issued                                       2,250,000             0.08
    Cancelled/Forfeited                                  -                -
    Exercised                                     (200,000)            0.03
                                         -----------------------------------

    Balance, end of period                       3,580,000      $      0.09
                                         ===================================



As at February 29, 2004, 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>

        $    0.00 - 0.05         50,000               1.46            $0.04               50,000              $0.04
             0.06 - 0.10      2,830,000               2.53             0.08            2,830,000               0.08
             0.11 - 0.15        700,000               0.67             0.14              700,000               0.14
                          --------------------------------------------------    ------------------------------------

                              3,580,000               2.15            $0.09            3,580,000              $0.09
                          ==================================================    ====================================

</TABLE>

                                       8
<PAGE>


PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2004
(Stated in U.S. Dollars)


5.   COMMON STOCK (CONTINUED)

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.

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

<TABLE>
<CAPTION>
                                                Accumulated
                                                       from               Three Months Ended              Nine Months Ended
                                               Inception to     ----------------------------------------------------------------
                                               February 29,      February 29,      February 28,    February 29,     February 28,
                                                       2004              2004              2003            2004             2003

<S>                                            <C>                 <C>               <C>            <C>             <C>

   Net Loss - as reported                      $(1,777,840)        $ (31,239)        $ (73,921)     $ (192,491)     $  (222,193)
     Add: Stock-based compensation
     expense included in net loss - as
     reported                                       81,890            81,890                 -          81,890                -
     Deduct: Stock-based compensation
     expense determined under fair
     value method                                 (175,890)         (148,770)                -        (148,770)         (27,120)
                                        ----------------------------------------------------------------------------------------

   Net Loss - Pro-Forma                        $(1,871,840)         $(98,119)        $ (73,921)     $ (259,371)     $  (249,313)
                                        ========================================================================================

   Basic loss per share - as reported                               $  (0.00)        $   (0.01)     $    (0.01)     $     (0.02)
                                                              ------------------------------------------------------------------
   Basic loss per share - Pro-Forma                                 $  (0.00)        $   (0.01)     $    (0.01)     $     (0.02)
                                                              ==================================================================

</TABLE>

The fair value of each option  granted during the nine months ended February 29,
2004 was estimated  using the  Black-Scholes  option  pricing  model  assuming a
dividend yield of 0.0%,  expected volatility of 264%, risk free interest rate of
1.8%, and weighted average expected option terms of 1.75 years.

6. ACCUMULATED OTHER COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                  Accumulated
                                                         from             Three Months Ended              Nine Months Ended
                                                 Inception to     -----------------------------------------------------------------
                                                 February 29,      February 29,      February 28,     February 29,    February 28,
                                                         2004              2004              2003             2004            2003
<S>                                             <C>                <C>               <C>              <C>             <C>

   Net Loss for the period                      $  (1,777,840)     $   (31,239)      $    (73,921)    $   (192,491)   $   (222,193)

   Unrealized holding gains arising
     during the period, net of tax of
     $394,000                                       1,582,999          828,000                  -        1,582,999               -
                                        -------------------------------------------------------------------------------------------
   Comprehensive (loss) income                  $    (194,841)     $   796,761       $    (73,921)    $  1,390,508    $   (222,193)
                                        ===========================================================================================
</TABLE>


                                       9
<PAGE>


PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2004
(Stated in U.S. Dollars)


7.   ACQUISITION

The Company  entered into an  Arrangement  Agreement  dated October 20, 2003, to
acquire all of the issued and  outstanding  common  shares of Patch  Energy Inc.
("Patch"),  a Company with a common director, in consideration for common shares
of the  Company  in a one for one share  exchange.  Patch is a  private  British
Columbia corporation involved in the exploration,  development and production of
oil and natural gas. The acquisition closed in March 2004.


8.   SUBSEQUENT EVENTS

a)   The Company granted stock options to directors, officers and consultants to
     acquire  up to  2,250,000  shares  at a price of $0.165  exercisable  on or
     before March 15, 2007.

b)   The Company issued 639,059 common shares for services valued at $30,000.

c)   The Company received regulatory approval to change its name to Patch Energy
     Inc.
















                                       10


<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  should  be read in  conjunction  with  the  accompanying  financial
statements and related footnotes.

GENERAL

The Company's business originally was the development and  commercialization  of
non-prescription   therapeutics   and   nutraceuticals   designed   to   prevent
inflammation  and their  sequelae,  and the  development  of cosmetics  for skin
conditions.  To date,  Praxis has not generated any revenues from product sales,
royalties or license  fees.  Due to the  inability  of Praxis to obtain  funding
and/or partners to pursue its  pharmaceutical  projects,  Praxis decided to seek
other  business  opportunities.  On October 20,  2003,  Praxis  entered  into an
Arrangement  Agreement to acquire  Patch Energy Inc., a  privately-held  British
Columbia  company  engaged  in oil and gas  exploration.  This  acquisition  was
completed  as of March 15, 2004.  Accordingly,  this report does not reflect the
acquisition of Patch Energy Inc.

RESULTS OF OPERATIONS

The Company continues to incur losses from operations. At February 29, 2004, the
deficit accumulated during the development stage was $1,777,840.

THREE-MONTH  PERIOD.  The net loss for the three months ended  February 29, 2004
was $31,239 as compared to $73,921 during the comparable  three-month  period in
2003.  During 2004,  there were no project  expenses,  as compared to $13,426 in
2003.  Additionally,  administration  expenses decreased from $60,495 in 2003 to
$31,239 in 2004.

The  decrease  in  expenses  for  2004  is  actually  more  significant,   since
administration  expenses in 2003 included a $20,136 gain on sale of investments.
Consulting fees decreased from $42,543 in 2003 to $4,500 in 2004.  Additionally,
related party administration  expenses decreased from $21,500 in 2003 to $14,500
in 2004 due to the  termination  of one of the  management  services  agreements
effective  December 31, 2003.  The  terminated  agreement  required  payments of
$2,500 per month. Office and secretarial expenses also decreased from $10,637 in
2003 to $2,496 in 2004.

NINE-MONTH  PERIOD.  For the nine months ended  February  29, 2004,  the Company
incurred a net loss of $192,491, as compared to the net loss of $222,193 for the
comparable  period in 2003. There were no project expenses for 2003, as compared
to $68,518 in 2003. However,  administration expenses increased from $153,675 in
2003 to $192,491 in 2004.

The most  significant  changes in  administration  expenses  for the nine months
ended February 29, 2004 were the lack of any gain on sale of investments  ($-nil
in 2004 as compared to $63,738 in 2004),  the  increase in  consulting  expenses
($101,590  in 2004 as compared to $92,343 in 2003),  the  decrease in office and
secretarial  expenses  ($6,256 in 2004 as  compared  to  $17,334  in 2003),  the
decrease in promotion and travel  expenses ($-nil in 2004 as compared to $23,619
in 2003), and the increase in related party  administration  expenses due to the
management services agreements ($53,500 in 2004 as compared to $44,937 in 2003).

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its securities, as Praxis has yet to generate any revenues.

For the nine months ended February 29, 2004,  cash used in operating  activities
was $2,065. Cash of $2,195 was provided by financing  activities,  consisting of
advances from related parties, during this period. In comparison,  in 2003, cash
provided by financing  activities,  consisting primarily of share capital issued
for cash, was $70,074, and cash provided by investing activities,  consisting of
proceeds on sale of investments,  was $63,738. Cash used in operating activities
was $179,937.


                                       11
<PAGE>


At February 29, 2004, the Company's  working  capital was a deficit of $175,317,
as compared  to a deficit of $77,839 at May 31,  2003.  The  decrease in working
capital was due primarily to the increase in current liabilities,  which reflect
the operating expenses incurred during the nine-month period.

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

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

PLAN OF OPERATION

As disclosed above, the Company  completed its acquisition of Patch Energy as of
March 15, 2004 by issuing  18,232,625  shares of its common  stock.  While Patch
Energy generates revenues from its oil and gas operations, such revenues are not
sufficient  to cover its  operating  expenses.  Accordingly,  the  Company  will
require cash to support its operations  for at least the next 12 months.  Praxis
will have to engage in one or more  offerings of debt and/or equity  securities.
There can be no assurance that it will be successful in this effort.

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, 2003, 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  29,  2004,  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.



                                       12


<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

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


                                       13
<PAGE>



--------------------------------------------------------------------------------
REGULATION                                                            SEQUENTIAL
S-B NUMBER                      EXHIBIT                              PAGE NUMBER
--------------------------------------------------------------------------------
  10.7        Amendment to Termination Agreement between Praxis           N/A
              Pharmaceuticals Inc. and Fairchild International Inc. (4)
--------------------------------------------------------------------------------
  10.8        Shareholders Agreement dated August 23, 2002 among          N/A
              Praxis Pharmaceuticals Inc., Perpetual Trustees Nominees
              Limited, Rothschild Bioscience Managers Limited, CM
              Capital Investments Pty Ltd, CIBC Australia VC Fund LLC,
              Mooroolbark Technology Pty Ltd, The Australian National
              University and Pharmaxis Pty Ltd, Dr. William Cowden
              and Dr. Brett Cowden (4)
--------------------------------------------------------------------------------
  10.9        Management services agreement with David Stadnyk            N/A
              dated December 1, 2002
--------------------------------------------------------------------------------
  10.10       Management services agreement with Winston Cabell           N/A
              dated December 1, 2002
--------------------------------------------------------------------------------
  10.11       Assignment of Invention with Clearcoll Pty Limited          N/A
              dated February 11, 2003 (5)
--------------------------------------------------------------------------------
  10.12       Letter agreement dated March 14, 2003 amending              N/A
              Terminations Agreement with Fairchild International
              Corporation (5)
--------------------------------------------------------------------------------
   21         Subsidiaries of the registrant (1)                          N/A
--------------------------------------------------------------------------------
  31.1        Rule 13-14(a) Certification of Principal Executive           16
              and Financial Officer
--------------------------------------------------------------------------------
  32.1        Certification Pursuant to 18 U.S.C. Section 1350 as          17
              Adopted Pursuant to Section 906 of the Sarbanes-Oxley
              Act of 2002
--------------------------------------------------------------------------------

(1)  Incorporated  by  reference  to the  exhibits  filed with the  Registration
     Statement on Form 10-SB, file no. 0-28627.
(2)  Incorporated by reference to the exhibits filed to the registrant's current
     report on Form 8-K dated February 28, 2001.
(3)  Incorporated by reference to the exhibits filed to the registrant's  annual
     report on Form 10-KSB for the fiscal year ended May 31, 2001.
(4)  Incorporated by reference to the exhibits filed to the registrant's  annual
     report on Form 10-KSB for the fiscal year ended May 31, 2002.
(5)  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.

            b)   REPORTS ON FORM 8-K:

                 None.




                                       14

<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.

                                  PRAXIS PHARMACEUTICALS INC.
                                  (Registrant)


Date: April 19, 2004              /s/ DAVID STADNYK
                                  ----------------------------------------------
                                        David Stadnyk, President
                                        (Principal financial officer)

























                                       15