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: August 31, 2003

[ ]      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 ___ No X


     State the number of shares outstanding of each of the issuer's classes
              of common equity, as of the latest practicable date:
            19,791,747 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                 AUGUST 31, 2003


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

<PAGE>













                           PRAXIS PHARMACEUTICALS INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                                 AUGUST 31, 2003
                            (Stated in U.S. Dollars)














                                       2
<PAGE>


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

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

                                                                                August 31,                 May 31,
                                                                                      2003                    2003
------------------------------------------------------------------------------------------------------------------
                                                                                 UNAUDITED                 AUDITED
<S>                                                                          <C>                      <C>

ASSETS

Current Assets
     Cash                                                                    $         994            $       904
     Amounts receivable                                                                 65                  3,065
------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                 1,059                  3,969

Investments (Note 3)                                                                     1                      1
------------------------------------------------------------------------------------------------------------------

Total Assets                                                                 $       1,060            $     3,970
==================================================================================================================

LIABILITIES & STOCKHOLDERS' DEFICIENCY

Current Liabilities
     Accounts payable                                                        $      85,565            $    76,015
     Due to related parties (Note 4)                                                18,372                  5,793
------------------------------------------------------------------------------------------------------------------

         Total Current Liabilities                                                 103,937                 81,808
------------------------------------------------------------------------------------------------------------------

Going Concern (Note 1)

 STOCKHOLDERS' 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; 19,791,747 issued and outstanding                                            19,790                 19,790

Common stock subscriptions receivable                                                    -                 (6,922)

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

Deficit Accumulated During the Development Stage                                (1,617,311)            (1,585,350)
-----------------------------------------------------------------------------------------------------------------

Total Stockholders' Deficiency                                                    (102,877)               (70,916)
------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficiency                               $       1,060            $     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>
-------------------------------------------------------------------------------------------------------------------
                                                                                                      Cumulative
                                                                                                         from
                                                               Three month period ended                inception
                                                                      August 31                      to August 31
                                                               2003                 2002                  2003
-------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                  <C>                   <C>
Project Expenses
     Research agreement amendment                      $            -       $            -        $         45,000
     Research costs                                                 -                    -                 255,883
     Patent costs                                                   -                  958                   9,734
     Recovered costs
         Cash                                                       -                    -                (135,594)
         Investment consideration                                   -                    -                 (26,000)
     Related party consulting fees                                  -               25,000                 211,009
     Royalties                                                      -                    -                  59,428
-------------------------------------------------------------------------------------------------------------------
                                                                    -               25,958                 419,460
-------------------------------------------------------------------------------------------------------------------

Administration Expenses
     Bank charges and exchange                                    396                1,759                  20,782
     Consulting                                                 4,500                    -                 327,758
     Finder's fees                                                  -                    -                   7,500
     Interest on convertible debentures                             -                    -                  16,667
     Office and secretarial                                     1,720                2,546                  62,931
     Professional fees                                          5,844               15,286                 218,469
     Promotion and travel                                           -                5,040                 330,214
     Related party administration                              19,500               11,000                 218,854
     Gain on sale of investments                                    -                    -                (157,472)
     Reorganization costs                                           -                    -                 125,000
     Loss on sale of treasury shares                                -                    -                     150
-------------------------------------------------------------------------------------------------------------------
                                                               31,960               35,631               1,170,853
-------------------------------------------------------------------------------------------------------------------

Loss from Operations                                          (31,960)             (61,589)             (1,590,313)

Equity Share In Loss of Investees (Note 2)                          -                    -                 (26,998)
-------------------------------------------------------------------------------------------------------------------

Net Loss for the Period                                $      (31,960)      $      (61,589)      $      (1,617,311)
===================================================================================================================


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


Weighted Average Number Of Common Shares Outstanding
                                                             19,791,747         13,362,069
=================================================================================================================

Diluted loss per share has not been presented as the result is anti-dilutive
</TABLE>



    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>
---------------------------------------------------------------------------------------------------------------------
                                                                                   Three month period ended
                                                                                           August 31
                                                                                    2003              2002
--------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                  <C>
Cash Flows from Operating Activities
     Net loss for the period                                                $     (31,960)       $   (61,589)
     Add back non-cash item:
         Stock issued for other than cash                                               -             25,000

     Change in non-cash operating items:
         Amounts receivable                                                         3,000              4,958
         Accounts payable                                                           9,550             (3,081)
         Related parties                                                           19,500                  -
------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities                                    90            (34,712)
------------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities
     Advances from related parties                                                      -             10,185
------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                               -             10,185
------------------------------------------------------------------------------------------------------------------

Change in cash for the period                                                          90            (24,527)

Cash, beginning of period                                                             904             46,655
------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                         $         994        $    22,128
==================================================================================================================


Supplemental Information
     Interest paid                                                          $           -        $         -
     Income taxes paid                                                      $           -        $         -
==================================================================================================================
</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
                                 AUGUST 31, 2003

                            (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  three-month  period  ended  August  31,  2003 are not  necessarily
     indicative of results for the entire year ending May 31, 2004.

     As of August 31, 2003,  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.  The Company  incurred  losses from
     operations of $31,960 and $61,589 for the three-month  periods ended August
     31, 2003 and 2002,  respectively  and has accumulated  losses of $1,617,311
     since  inception.  At August 31,  2003 the  Company  had a working  capital
     deficiency of $102,878 and a  stockholders'  deficiency of $102,877.  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 is not expected
     to 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
AUGUST 31, 2003
(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.   INVESTMENTS

     The Company owns approximately 11% equity interest in Pharmaxis Pty. Ltd. a
     private  Australian  company in the process of applying  for listing on the
     Australian Stock Exchange.


                                                       August 31,       May 31,
                                                          2003           2003
                                                    ---------------------------

         1,400,000 ordinary shares                  $       1       $      1
                                                    ===========================


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 August 31, 2003,  amounts
         owing of $18,372 (May 31, 2003 - $5,793) were due to related parties.




                                       7
<PAGE>


PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2003
(Stated in U.S. Dollars)


4.   DUE TO RELATED PARTIES (CONTINUED)

     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.  During the  three-month  period
         ended  August 31, 2003,  the Company  incurred  administration  fees of
         $19,500 (August 31, 2002 - $11,000).

5.   COMMON STOCK

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

<TABLE>
<CAPTION>
                                                  August 31, 2003                          May 31, 2003
                                         ----------------------------------     ----------------------------------
                                              Number            Average              Number            Average
                                                of             Exercise                of             Exercise
                                              Options            Price              Options             Price
                                         ----------------------------------     ----------------------------------
<S>                                          <C>              <C>                 <C>                <C>
    Balance, beginning of period             1,530,000        $    0.10            2,582,220         $    0.13
    Issued                                           -               -             2,950,000              0.04
    Cancelled/Forfeited                              -               -            (1,332,220)            (0.15)
    Exercised                                        -               -            (2,670,000)            (0.05)
                                         ----------------------------------     ----------------------------------

    Balance, end of period                   1,530,000        $    0.10            1,530,000         $    0.10
                                         ==================================     ==================================
</TABLE>

     As at August 31, 2003, 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          250,000         2.16        $     0.032               250,000     $  0.032
           0.06 - 0.10          580,000         2.62              0.088               580,000        0.088
           0.11 - 0.15          700,000         1.17              0.140               700,000        0.140
                          --------------------------------------------------    ------------------------------------

                              1,530,000         1.88        $     0.103             1,530,000     $  0.103
                          ==================================================    ====================================
</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.


                                       8
<PAGE>


PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2003
(Stated in U.S. Dollars)


5.   COMMON STOCK (CONTINUED)

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

                                                August 31,       August 31,
                                                  2003             2002
                                             --------------------------------

    Loss for the period
         As reported                         $    (31,960)    $     (61,589)
                                             ================================

         Pro-Forma                           $    (31,960)    $     (88,709)
                                             =================================

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

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

     The fair value of each option  granted  during the 2003 year was  estimated
     using the  Black-Scholes  option pricing model assuming a dividend yield of
     0.0%,  expected  volatility  of 245%,  risk free  interest  rate of 5%, and
     weighted average expected option terms of 3 years.

6.   PROPOSED TRANSACTION

     The Company  entered into an Arrangement  Agreement dated October 20, 2003,
     where the Company  will  acquire all of the issued and  outstanding  common
     shares of Patch Energy Inc.  ("Patch"),  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.  Patch  will  become a  wholly  owned
     subsidiary of the Company upon completion of the transaction. The agreement
     is subject  to Patch  shareholders  and  regulatory  approval.  There is no
     assurance that this transaction will be completed as proposed or at all.




                                       9

<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.

RESULTS OF OPERATIONS

The Company  continues  to incur  losses from  operations.  The net loss for the
three months ended August 31, 2003 was $31,960 as compared to $61,589 during the
comparable  three-month  period in 2002.  During  2003,  there  were no  project
expenses, as compared to $25,958 in 2002, and administration  expenses decreased
slightly from $35,631 in 2002 to $31,960 in 2003.

During 2003, related party administration expenses increased 77% from $11,000 in
2002 to  $19,500  due to the  management  services  agreements  in  place  since
December 2002. However,  professional fees decreased 62% from $15,286 in 2002 to
$5,844 in 2003.

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,617,311 at August 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its  securities.  Through  August 31, 2003,  the Company has
sold stock for cash of $936,292.  The sale of Fairchild shares has provided cash
of $157,322.

For the  three  months  ended  August  31,  2003,  cash  provided  by  operating
activities  was $90. No cash was provided by  investing or financing  activities
during  this  period.  In  comparison,  in  2002,  cash  provided  by  financing
activities,  consisting of advances  from related  parties,  was $10,185,  which
offset cash used in operating activities of $34,712.

At August 31, 2003, the Company's working capital was a deficit of $102,878,  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 quarter.

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.

                                       10

<PAGE>


PLAN OF OPERATION

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

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

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









                                       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

--------------------------------------------------------------------------------
 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)
--------------------------------------------------------------------------------


                                       12

<PAGE>


--------------------------------------------------------------------------------
 REGULATION                                                           SEQUENTIAL
 S-B NUMBER                   EXHIBIT                                PAGE NUMBER
--------------------------------------------------------------------------------
   10.6        Agreement dated June 6, 2001 between Clearcoll            N/A
               Pty Ltd and Praxis Pharmaceuticals International
               Pty Ltd (3)
--------------------------------------------------------------------------------
   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 (5)
--------------------------------------------------------------------------------
  10.10        Management services agreement with Winston Cabell         N/A
               dated December 1, 2002 (5)
--------------------------------------------------------------------------------
  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        15
               and Financial Officer
--------------------------------------------------------------------------------
  32.1         Certification Pursuant to 18 U.S.C. Section 1350 as       16
               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:

          A Form 8-K dated  April 9,  2003 was filed on July 8, 2003  disclosing
under Item 4. Changes in Registrant's  Certifying  Accountant the resignation of
its former accounting firm and engagement of its new accountants.




                                       13
<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:   November 7, 2003          By: /s/ DAVID STADNYK
                                     -------------------------------------------
                                        David Stadnyk, President
                                        (Principal financial officer)























                                       14
<PAGE>


                                  EXHIBIT 31.1


                    CERTIFICATION PURSUANT TO RULE 13A-14(A)


I, David Stadnyk, certify that:


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

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

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

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

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

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

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

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

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

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


Date: November 7, 2003                   /s/ DAVID STADNYK
                                       -----------------------------------------
                                       David Stadnyk, President, Secretary and
                                       Treasurer (Principal Executive and
                                       Financial Officer)




                                       15
<PAGE>


                                  EXHIBIT 32.1

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

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

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

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


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





















                                       16