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

                                   FORM 10-QSB


(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the quarterly period ended: November 30, 2001

[ ]      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.)



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


                                 (604) 899-5303
                           (Issuer's telephone number)


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


    State the number of shares outstanding of each of the issuer's classes of
                 common equity, as of the last practicable date:
            13,362,069 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                NOVEMBER 30, 2001


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


<PAGE>







                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)





                                    UNAUDITED








                                        2

<PAGE>




                         INDEPENDENT ACCOUNTANTS' REPORT


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



We  have  reviewed  the  accompanying   consolidated  balance  sheet  of  Praxis
Pharmaceuticals,  Inc. (A development stage company) as of November 30, 2001 and
the related interim  consolidated  statements of operations and deficit and cash
flow for the six months  ended  November  30,  2001 and 2000 and  cumulative  to
November  30,   2001.   These   consolidated   financial   statements   are  the
responsibility of the company's management.

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

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

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the consolidated balance sheet of Praxis Pharmaceuticals,  Inc. As of
May 31, 2001 and the related  consolidated  statements of operations and deficit
and cash flow for the year then ended (not presented herein);  and in our report
dated July 30,  2001,  we expressed an  unqualified  opinion on those  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
consolidated  balance sheet as of May 31, 2001 is fairly stated, in all material
respects,  in  relation  to the  financial  statements  from  which  it has been
derived.


                                                            /s/STEELE & CO.
VANCOUVER, CANADA
JANUARY 7, 2002                                           CHARTERED ACCOUNTANTS



                                        3


<PAGE>



                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS
                       NOVEMBER 30, 2001 AND MAY 31, 2001
                           (EXPRESSED IN U.S. DOLLARS)


<TABLE>
<CAPTION>
                                                              NOVEMBER 30,           MAY 31,
                                                                  2001                2001
                                                                  ----                ----
<S>                                                           <C>                 <C>
ASSETS
  CURRENT
    CASH (NOTE 3)                                             $    58,089         $   100,779
    OTHER RECEIVABLE                                                6,883               1,545
                                                              ------------        ------------
                                                                   64,972             102,324
  INVESTMENTS                                                           2                   2
                                                              ------------        ------------
                                                              $    64,974         $   102,326
                                                              ============        ============
LIABILITIES
  CURRENT
    ACCOUNTS PAYABLE                                          $    85,604         $    72,485
    OWING TO RELATED PARTIES                                        2,674              11,558
                                                              ------------        ------------
                                                                   88,278              84,043
                                                              ------------        ------------

STOCKHOLDERS' EQUITY

  SHARE CAPITAL (NOTE 2)

    AUTHORIZED
      50,000,000 COMMON SHARES WITH A PAR VALUE
                 OF $.001 PER SHARE

      10,000,000 PREFERRED SHARES WITH A PAR
                 VALUE OF $.001 PER SHARE

    ISSUED AND PAID IN CAPITAL
      13,362,069 COMMON SHARES
      (12,862,069 COMMON SHARES - MAY 2001)                     1,212,057           1,162,057

  SHARE SUBSCRIPTIONS                                              25,000                   0

  DEFICIT ACCUMULATED DURING
   THE DEVELOPTMENT STAGE                                      (1,260,361)         (1,143,774)
                                                              ------------        ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                           (23,304)             18,283
                                                              ------------        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $   64,974          $   102,326
                                                              ============        ============
</TABLE>


APPROVED BY THE DIRECTORS

--------------------------------------

--------------------------------------









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


                                        4


<PAGE>


                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2000
                           (EXPRESSED IN U.S. DOLLARS)




<TABLE>
<CAPTION>
                                              CUMULATIVE TO          SIX MONTHS ENDED NOVEMBER 30,
                                              NOVEMBER 30,
                                                  2001                   2001             2000
                                              ------------           -----------------------------
<S>                                           <C>                    <C>              <C>
PROJECT EXPENSES
  RESEARCH AGREEMENT AMENDMENT                $    45,000            $         0      $         0
  RESEARCH ADVANCES                               255,563                 26,487                0
  PATENT COSTS                                      8,660                    995                0
  RELATED PARTY CONSULTING FEES                   123,911                 38,140                0
  RECOVERED COSTS
    CASH                                         (135,594)                     0                0
    INVESTMENT CONSIDERATION                      (26,000)                     0                0
                                              ------------           ------------     ------------
                                                  271,540                 65,622                0
                                              ------------           ------------     ------------

ADMINISTRATION
  BANK CHARGES AND EXCHANGE                        21,691                   (340)          13,319
  CONSULTING                                      297,123                 39,265                0
  FINDERS FEES                                      7,500                      0                0
  INTEREST ON CONVERTIBLE DEBENTURES               16,667                      0                0
  OFFICE AND SECRETARIAL                           39,913                  7,131            2,697
  PROFESSIONAL FEES                               151,444                 17,754           23,663
  PROMOTION AND TRAVEL                            298,955                 32,439           23,065
  RELATED PARTY ADMINISTRATION CHARGES             60,814                 12,000            8,053
  GAIN ON SALE OF INVESTMENTS                     (57,434)               (57,434)               0
                                              ------------           ------------     ------------
                                                  836,673                 50,815           70,797
                                              ------------           ------------     ------------

LOSS FROM OPERATIONS                            1,108,213                116,437           70,797
EQUITY SHARE IN LOSS OF INVESTEES                  26,998                      0                0
                                              ------------           ------------     ------------

NET LOSS FOR THE PERIOD                         1,135,211                116,437           70,797
DEFICIT BEGINNING OF THE PERIOD                         0              1,143,774          958,710
REORGANIZATION COSTS                              125,000                      0                0
LOSS ON SALE OF TREASURY SHARES                       150                    150                0
                                              ------------           ------------     ------------

DEFICIT END OF THE PERIOD                     $ 1,260,361            $ 1,260,361      $ 1,029,507
                                              ============           ============     ============

BASIC LOSS PER SHARE                                                         .01              .01
                                                                     ============     ============

WEIGHTED AVERAGE NUMBER OF
  OUTSTANDING COMMON SHARES                                           13,195,402       11,975,334
                                                                     ============     ============
</TABLE>






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


                                        5


<PAGE>


                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 2001 AND 2000
                           (EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>

                                              CUMULATIVE TO          SIX MONTHS ENDED NOVEMBER 30,
                                              NOVEMBER 30,
                                                  2001                   2001             2000
                                              ------------           -----------------------------

<S>                                           <C>                    <C>              <C>
CASH PROVIDED (USED) BY

  OPERATING ACTIVITIES

    NET LOSS FOR THE PERIOD                   $(1,135,211)              (116,437)     $   (70,797)
    NON-CASH ITEMS
      GAIN ON SALE OF INVESTMENTS                 (57,434)               (57,434)               0
      INVESTMENT CONSIDERATION FOR
        RECOVERED COSTS                           (26,000)                     0
      ISSUE OF SHARES FOR
        SERVICES                                  262,208                 25,000                0
        RESEARCH AGREEMENT                         45,000                      0                0
      INTEREST ON CONVERTIBLE DEBENTURES           16,667                      0                0
      EQUITY SHARE IN LOSS OF INVESTEES            26,998                      0                0
    CHANGE IN NON-CASH OPERATING ITEMS
      OTHER RECEIVABLE                             (6,883)                (5,338)          48,748
      ACCOUNTS PAYABLE                             85,604                 13,119            3,151
                                              ------------           ------------     ------------
                                                 (789,051)              (141,090)         (18,898)
                                              ------------           ------------     ------------

  INVESTING ACTIVITIES

    INVESTMENT IN EQUITY AFFILIATE                 (1,000)                     0                0
    PROCEEDS ON SALE OF INVESTMENTS
     AND TREASURY SHARES                           57,284                 57,284                0
                                              ------------           ------------     ------------
                                                   56,284                 57,284                0
                                              ------------           ------------     ------------

  FINANCING ACTIVITIES

    OWING TO RELATED PARTIES                        2,674                 (8,884)         (47,491)
    SHARE CAPITAL ISSUED
      FOR CASH                                    832,642                 50,000          220,500
      FOR CONVERSION OF DEBENTURES                 50,000                      0                0
    SHARE SUBSCRIPTIONS                                 0                      0         (220,500)
    REORGANIZATION COSTS                          (94,460)                     0                0
                                              ------------           ------------     ------------
                                                  790,856                 41,116          (47,491)
                                              ------------           ------------     ------------

  TRANSLATION ADJUSTMENT                                0                      0           (3,156)
                                              ------------           ------------     ------------
CHANGE IN CASH FOR THE PERIOD                      58,089                (42,690)         (69,545)
CASH BEGINNING OF THE PERIOD                            0                100,779          197,124
                                              ------------           ------------     ------------
CASH END OF THE PERIOD                         $   58,089            $    58,089      $   127,579
                                              ============           ============     ============
</TABLE>



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



                                        6


<PAGE>


                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2001




1.   BASIS OF PRESENTATION

     The interim consolidated  financial  statements of Praxis  Pharmaceuticals,
     Inc.   (Praxis)  include  the  accounts  of  Praxis  and  its  wholly-owned
     subsidiaries,  Praxis Pharmaceuticals Inc., a Nevada corporation and Praxis
     Pharmaceuticals (International) Pty. Limited., a private company registered
     in Australia. These financial statements have been prepared under generally
     accepted accounting  principles  applicable to interim financial statements
     and  therefore  do not  include  all the  disclosures  required  for annual
     financial  statements.  Accordingly,  these interim consolidated  financial
     statements   should  be  read  in  conjunction   with  the  audited  annual
     consolidated  financial  statements  for the year  ended  May 31,  2001 and
     included  with  Praxis'  annual  report on Form  10-KSB.  In the opinion of
     management, these financial statements contain all adjustments necessary to
     present fairly the financial position,  results of operations and cash flow
     for the six-month periods ended November 30, 2001 and 2000. Interim results
     of operations are not  necessarily  indicative of the results of operations
     for the full year.

2.   SHARE CAPITAL

     a.  Authorized

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

<TABLE>
<CAPTION>

     b.  Issued and Paid In Capital                             SHARES          CONSIDERATION

<S>                                                           <C>                <C>
              Balance at May 31, 2001                         12,862,069         $1,162,057

              Issued during the period
                  For exercise of stock options @ $.10           500,000             50,000
                                                              ----------         ----------
              Balance November 30, 2001                       13,362,069         $1,212,057
                                                              ==========         ==========
</TABLE>

     c.  Incentive Stock Options and Warrants

         The exercise  price of stock options is not less than the quoted market
         value of the shares on the date the options  were  granted or repriced.
         Accordingly,  no stock option  compensation  has been recognized in the
         financial statements.
<TABLE>
<CAPTION>
          OUTSTANDING                                         OUTSTANDING
            MAY 31,          ISSUED                           NOVEMBER 30,
             2001           (LAPSED)       EXERCISED              2001
          -----------       --------       ---------          ------------
<S>        <C>              <C>            <C>                 <C>           <C>
           1,332,220              0               0            1,332,220     $.15 to January 9, 2006
             800,000              0        (500,000)             300,000     $.10 to May 24, 2006
                   0        750,000               0              750,000     $.14 to November 1, 2004
           ---------        -------        ---------           ---------
           2,132,220        750,000        (500,000)           2,382,220
           =========        =======        =========           =========
</TABLE>

                                    UNAUDITED


                                        7


<PAGE>


                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2001





2.   SHARE CAPITAL (CONTINUED)

     d.  Share Subscriptions

         Research  and  development  services of $25,000  provided by a director
         will be paid by the issuance of common shares valued at their  publicly
         traded price.

3.   SEGMENTED INFORMATION

     a.  Cash

         The Company maintains its cash balance in U.S., Canadian and Australian
         currencies.  At the period end,  the U.S.  dollar  equivalents  were as
         follows:
<TABLE>
<CAPTION>
                                            NOVEMBER 30,        MAY 31,
                                               2001              2001
                                               ----              ----
<S>                                         <C>                 <C>
               Canadian dollars             $ 2,502             $      0
               U.S. dollars                  (2,442)               1,420
               Australian dollars            58,029               99,359
                                            --------            --------
                                            $58,089             $100,779
                                            ========            ========
</TABLE>


     b.  Geographic Segments

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















                                   UNAUDITED


                                        8


<PAGE>


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

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

GENERAL

The Company's  business is the  development and  commercialization  of drugs and
nutraceuticals  designed to prevent  inflammation  and their  sequelae,  and the
development of cosmetics for skin conditions.  To date, Praxis has not generated
any revenues from product sales, royalties or license fees.

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

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

It is expected that the  profitability  and  financial  viability of the Company
will  ultimately  rest with the corporate  alliances that may be entered into at
this  stage of fund  raising.  As  noted  above,  the  benefits  of a  correctly
structured  alliance  can be enormous  for both  parties  involved.  The Company
expects  to incur  significant  operating  losses  over at least the next  three
years. There is every likelihood that these losses may increase in the future as
the research  and  development  and  clinical  trials  continue.  The  Company's
profitability  will ultimately  depend upon its ability to reach development and
obtain  regulatory  approval for its  products,  and to enter into  alliances to
develop,  manufacture  and market the products.  There is no guarantee  that the
Company will ever be profitable.

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

RESULTS OF OPERATIONS

The Company continues to incur losses from operations.  The net loss for the six
months ended  November  30, 2001 was $116,437 as compared to $70,797  during the
comparable six-month period in 2000. The $45,640 increase in the net loss is due
primarily to project  expenses of $65,622 being  incurred in the current  fiscal
year as compared to no such expenses  having been incurred in the previous year.
While the  Company  had a gain of $57,434  realized  from the sale of  Fairchild
International  stock in the current  year,  as compared to none in the  previous
year, administration expenses in the current year were $37,452 higher than those
incurred in the previous year ($108,249 compared to $70,797).

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,260,361 at November 30, 2001.


                                       9


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its securities.  Through  November 30, 2001, the Company has
sold stock for cash of $832,642.

At November 30, 2001, the Company's working capital was a deficit of $23,306, as
compared  to a positive  balance of $18,281 at May 31,  2001.  The  decrease  in
working  capital was due primarily to the loss from operating  activities.  Cash
was provided by proceeds  from the sale of Fairchild  stock of $57,284,  and the
proceeds from the exercise of a stock option in the amount of $50,000.

Until such time as the Company obtains agreements with third-party  licensees or
partners  to  provide  funding  for  the  Company's   anticipated  research  and
development  activities,  the Company will be dependent  upon  proceeds from the
sale of  securities.  Further,  substantial  funds will be  required  before the
Company is able to generate revenues sufficient to support its operations. There
is no assurance that the Company will be able to obtain such additional funds on
favorable  terms, if at all. The Company's  inability to raise  sufficient funds
could  require  it to  delay,  scale  back or  eliminate  certain  research  and
development programs.

As of January 15, 2002,  the Company  entered into an agreement  with  Fairchild
International.  The parties had originally  agreed that the Company would retain
the common  stock of  Fairchild  that had been issued to the  Company  under the
terms of the  original  license  agreement  and that the  Company  would  pay to
Fairchild  30% of the net  revenues  from sales of agents in the  arthritis  and
topical  treatment  of dermal  wrinkles to a maximum of $250,000  over the first
three  years  of sales  (the  "Royalty  Obligation").  This  agreement  has been
amended.  The Company has agreed to place the  remaining  Fairchild  shares in a
voluntary  pooling  arrangement.  So long as the Company pays Fairchild 66.6% of
the  proceeds  from the sale of  these  shares  until  $175,000  has been  paid,
Fairchild  shall consider that payment to be full and complete  satisfaction  of
the Royalty  Obligation.  Accordingly,  the effect of this  agreement  may be to
reduce cash available to the Company in the near term.

The report of the Company's independent auditors on the financial statements for
the year ended May 31, 2001,  includes an explanatory  paragraph relating to the
uncertainty of the Company's ability to continue as a going concern.  Praxis has
suffered losses from operations,  requires  additional  financing,  and needs to
continue  the  development  of its  products.  Ultimately  the Company  needs to
generate revenues and successfully attain profitable  operations.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  There  can  be no  assurance  that  it  will  be  able  to  develop  a
commercially  viable  product.  Even  if the  Company  were  able to  develop  a
commercially  viable  product,  there is no  assurance  that it would be able to
attain profitable operations.

PLAN OF OPERATION

The Company  currently has cash and cash commitments to support the pre-clinical
research  program  into  anti-inflammatory   drugs,   anti-adhesion  drugs,  and
anti-wrinkle compounds for at least the next 15 months. Additional funds will be
needed to support any further  operations at that time. In order to increase the
value of the intellectual property to enhance the value of the Company,  further
funding  will be  required  in the next 12  months to  increase  the size of the
research and development operations and to conduct clinical trials. Pre-clinical
research and development can be accomplished  without an injection of capital in
the next 12  months.  Sale of  Fairchild  common  stock may  provide  additional
proceeds to fund operational  costs.  Unless extra capital is raised in the next
12 months there will be no change in the number of employees or rate of research
and  development.  It is the  intention of management to seek an alliance with a
larger  pharmaceutical  company to provide continued support for the development
of the  anti-adhesion  drugs and  device  technology.  There are no  anticipated
purchases of plant or equipment or sale of same.


                                       10


<PAGE>


If  Clearcoll   can  obtain  the  capital   necessary  to  fund  the  costs  for
manufacturing,   production,   marketing,   selling,  and  obtaining  regulatory
approvals,  it is possible that sales of products for wrinkles could commence in
one to two years.  Praxis would obtain  revenues from the sale of such products.
This  differs  from  prescription  drugs or devices,  for which  Praxis does not
expect to be able to realize revenues from the sale to consumers within the next
five  years due to  extended  testing  and  regulatory  review.  The  regulatory
requirements are much less stringent for cosmetic products than for prescription
drugs.

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, 2001, as well as
statements  made by the Company in periodic press  releases and oral  statements
made by the Company's  officials to analysts and  shareholders  in the course of
presentations about the Company, constitute "forward-looking  statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
forward-looking statements involve known and unknown risks,  uncertainties,  and
other factors that may cause the actual results,  performance or achievements of
the Company to be materially  different from any future results,  performance or
achievements  expressed  or  implied by the  forward  looking  statements.  Such
factors  include,   among  other  things,  (1)  general  economic  and  business
conditions;  (2) interest rate changes;  (3) the relative  stability of the debt
and equity markets; (4) government regulations particularly those related to the
pharmaceutical industry; (5) required accounting changes; (6) disputes or claims
regarding the Company's  intellectual property interests;  and (7) other factors
over which the Company has little or no control.









                                       11


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  CHANGES IN SECURITIES

         Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

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

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A)   EXHIBITS
<TABLE>
<CAPTION>
    REGULATION                                                                                               CONSECUTIVE
    S-B NUMBER                                               EXHIBIT                                         PAGE NUMBER

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

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

        3.2         Bylaws (1)<F1>                                                                               N/A

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

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

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

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

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

       10.6         Agreement dated June 6, 2001 between Clearcoll Pty Ltd and Praxis Pharmaceuticals            N/A
                    International Pty Ltd (3)<F3>



                                       12


<PAGE>


<CAPTION>
    REGULATION                                                                                               CONSECUTIVE
    S-B NUMBER                                               EXHIBIT                                         PAGE NUMBER

<S>                 <C>                                                                                          <C>
       10.7         Amendment to Termination Agreement between Praxis Pharmaceuticals, Inc.
                    and Fairchild International Inc.                                                             14

       99.1         Press Release dated March 15, 2001 (2)<F2>                                                   N/A
---------------------------
<FN>
(1)<F1>  Incorporated by reference to the exhibits filed with the Registration Statement on Form 10-SB, File No. 0-28627.
(2)<F2>  Incorporated  by reference to the exhibits filed with the Current  Report on Form 8-K dated February 28, 2001,  File
         No. 0-28627.
(3)<F3>  Incorporated  by  reference to the  exhibits  filed with the Annual  Report on Form 10-KSB for the fiscal year ended
         May 31, 2001, File No. 0-28627.
</FN>
</TABLE>

         B)   REPORTS ON FORM 8-K:

              None.


                                   SIGNATURES

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

                                        PRAXIS PHARMACEUTICALS, INC.
                                        (Registrant)


Date:   January 22, 2002                By:/s/ROBERT SMART
                                           -------------------------------------
                                           Robert Smart, Secretary
                                           (Principal financial
                                            and accounting officer)










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