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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2

(Mark One)
[X]              QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended: February 29, 2000

[ ]            TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
   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.)


    595 HORNBY STREET, SUITE 600, VANCOUVER, BRITISH COLUMBIA, V6C 1A4 CANADA
                    (Address of principal executive offices)

                                 (604) 646-5614
                           (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 last practicable date:

   11,822,209 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF FEBRUARY 29, 2000



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

<PAGE>

                          PRAXIS PHARMACEUTICALS INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEET

                               FEBRUARY 29, 2000

                          (EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>
ASSETS
<S>                                                                                <C>
    CURRENT
        CASH                                                                       $  13,780
        INVESTMENTS (NOTES 2 AND 4)                                                   27,000
                                                                                   ----------
                                                                                   $  40,780
                                                                                   ==========
LIABILITIES

    CURRENT
       ACCOUNTS PAYABLE                                                            $  36,010
       OWING TO RELATED PARTIES                                                       71,426
                                                                                   ----------
                                                                                   $ 107,436

STOCKHOLDERS' EQUITY

  SHARE CAPITAL
     AUTHORIZED
     50,000,000 COMMON SHARES WITH A PAR VALUE
       OF $0.001 PER SHARE
     10,000,000   PREFERRED SHARES WITHOUT PAR VALUE
ISSUED AND PAID IN CAPITAL (NOTE 3)
    11,822,209 COMMON SHARES                                                         817,473

DEFICIT ACCUMULATED DURING THE
  DEVELOPMENT STAGE                                                                 (884,129)
                                                                                   ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                              (66,656)
                                                                                   ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $  40,780
                                                                                   ==========

</TABLE>


APPROVED BY THE DIRECTORS


-------------------------------------------
David Stadnyk



-------------------------------------------
Brett Charlton

                                   UNAUDITED


                                       2
<PAGE>

                          PRAXIS PHARMACEUTICALS INC.
                         (A DEVELOPMENT STAGE COMPANY)

                  INTERIM STATEMENT OF OPERATIONS AND DEFICIT

      FOR THE NINE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                     AND CUMULATIVE TO FEBRUARY 29, 2000

                          (EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>
                                           CUMULATIVE                      PERIODS
                                               TO                           ENDED
                                          FEBRUARY 29,         FEBRUARY 29,        FEBRUARY 28,
                                              2000                2000                1999
<S>                                        <C>                 <C>                 <C>
OPERATING EXPENSES

RESEARCH AND DEVELOPMENT
  (NOTES 2 AND 4)                          $ 325,643           $ 135,351           $ 102,887
  RECOVERED COSTS                           (158,193)           (158,193)                -
BANK CHARGES AND EXCHANGE                      3,001                 551               1,518
CONSULTING                                   215,858               2,500             210,708
OFFICE AND SECRETARIAL                        23,690               8,993               7,192
FINDERS FEES                                   7,500                 -                   -
PROMOTION AND TRAVEL                         153,426              73,832              36,481
PROFESSIONAL FEES                             72,623              40,137              21,563
RELATED PARTY
  ADMINISTRATION CHARGES                      50,043              31,550              18,182
  CONSULTING FEES                             65,538              65,538                 -
                                           ----------          ----------          ----------

NET LOSS FOR THE PERIOD                    $ 759,129             200,259             398,531
                                           ==========
DEFICIT BEGINNING OF THE PERIOD                                  683,870             193,296
                                                               ----------          ----------
DEFICIT END OF THE PERIOD                                      $ 884,129           $ 591,827
                                                               ==========          ==========

BASIC LOSS PER SHARE                                           $    0.02           $    0.05
                                                               ==========          ==========

</TABLE>






                                   UNAUDITED


                                       3


<PAGE>

                          PRAXIS PHARMACEUTICALS INC.
                         (A DEVELOPMENT STAGE COMPANY)

                        INTERIM STATEMENTS OF CASH FLOW

       FOR THE NINE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
                      AND CUMULATIVE TO FEBRUARY 29, 2000

                          (EXPRESSED IN U.S. DOLLARS)


<TABLE>
<CAPTION>
                                           CUMULATIVE                      PERIODS
                                               TO                           ENDED
                                          FEBRUARY 29,         FEBRUARY 29,        FEBRUARY 28,
                                              2000                2000                1999
<S>                                        <C>                 <C>                 <C>
CASH PROVIDED (USED) BY
  OPERATING ACTIVITIES

  NET LOSS FOR THE PERIOD                  $(759,129)          $(200,259)          $(398,531)
  ITEMS NOT AFFECTING CASH FLOW
    INVESTMENT CONSIDERATION
      FOR RECOVERED COSTS                    (27,000)            (27,000)                -
    SHARE CAPITAL ISSUED FOR CONSULTING      209,208                 -               209,208
    SHARE CAPITAL ISSUED FOR AMENDMENTS       45,000                 -                45,000

  CHANGE IN NON-CASH OPERATING ITEM
    ACCOUNTS PAYABLE                          36,010              29,182              15,980
                                           ----------          ----------          ----------
                                            (495,911)           (198,077)           (128,343)
                                           ----------          ----------          ----------
FINANCING ACTIVITIES

  OWING TO RELATED PARTIES                    71,426             (41,656)             10,468
  SHARE CAPITAL ISSUED FOR CASH              482,725             150,000             128,725
  SHARE CAPITAL ISSUED FOR
    CONVERSATION OF DEBENTURE                 50,000                 -                50,000
  REORGANIZATION COSTS                       (94,460)                -               (69,460)
                                           ----------          ----------          ----------
                                             509,691             108,344             119,733
                                           ----------          ----------          ----------
CHANGE IN CASH FOR THE PERIOD              $  13,780             (89,733)             (8,610)
                                           ==========
CASH BEGINNING OF THE PERIOD                                     103,513              23,255
                                                               ----------          ----------
CASH END OF THE PERIOD                                         $  13,780           $  14,645
                                                               ==========          ==========
</TABLE>


                                   UNAUDITED

                                       4


<PAGE>

                           PRAXIS PHARMACEUTICALS INC.

                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS

                                FEBRUARY 29, 2000

1.       ACCOUNTING POLICIES AND NOTES

         The accounting policies followed by the Company are unchanged from
         those outlined in the audited financial statements for the year ended
         May 31, 1999. The notes to the financial statements at May 31, 1999
         substantially apply to the interim financial statements at February 29,
         2000 and are not repeated here. All adjustments have been made which,
         in the opinion of management, are necessary in order to make these
         financial statements not misleading.

2.       INVESTMENTS

    a.   Praxis Pharmaceuticals Australia Pty. - $1,000

         1,400,000 ordinary shares recorded at a nominal amount, currently
         representing an 84.8% interest, assuming the conversion of all share
         classes. The investee is in the development stage and the equity
         therein is represented by unexpended funds committed for research and
         development (Note 4). The net assets of the investee are unlikely to
         accrue to the equity holder during the development stage and, as such,
         no recognition is made in these accounts for the equity share of
         earnings, losses or change in share capital until the investee advances
         past the research and development stage.

    b.   Fairchild International Corp. - $26,000

         2,600,000 common shares recorded at a nominal amount, currently
         representing a 23.7% Interest. The investee is in the development stage
         and the equity therein is represented by unexpended funds committed for
         research and development (Note 4). The net assets of the investee are
         unlikely to accrue to the equity holder during the development stage
         and, as such, no recognition is made in these accounts for the equity
         share of earnings, losses or change in share capital until the investee
         advances past the development stage.









                                    UNAUDITED

                                       5
<PAGE>
                           PRAXIS PHARMACEUTICALS INC.

                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS

                                FEBRUARY 29, 2000

3.       SHARE CAPITAL
<TABLE>
<CAPTION>
    a.   Issued and paid in capital
                                                              SHARES          CONSIDERATION
         <S>                                                <C>                 <C>
         Common Shares
         Balance at May 31, 1999                            10,722,209          $637,473
         Issued during the period
         For cash
              Share options @$0.20 per share                   250,000            50,000
              Share options @$0.40 per share                   250,000           100,000
                                                            ----------           -------
         Balance at February 29, 2000                       11,822,209          $817,473
                                                            ==========          ========
</TABLE>
         A share consolidation of one new share for five old common shares has
         been authorized by the shareholders and to be declared by the directors
         on or before August 23, 2000.

    b.   Stock Option Plan

         Options have been granted to directors to acquire up to 1,698,330
         common shares at $.41 per share to December 9, 2004.

         The exercise price of the options exercised the quoted market price at
         the option grant date. No stock option compensation has been recognized
         in the financial statements.

4.       RESEARCH AND DEVELOPMENT

         The Company holds an ownership interest in Praxis Pharmaceuticals
         Australia Pty. which is subject to a shareholders' agreement, dated as
         of October 15, 1999, The agreement prescribes the terms whereby
         research funding will reduce the Company's ownership interest to 35%
         (currently 84.8%). As of the date of the agreement, the ownership
         interest is carried at a nominal value of $1,000. All advances to
         Praxis Pharmaceuticals Pty. are expensed when advanced. Funds held by
         Praxis Pharmaceuticals Pty. are committed to the research and
         development of phosphosugars and related licensed fields.

         The Company has licensed certain rights to Fairchild International
         Corp. for consideration consisting of 2,600,000 common shares and a
         commitment to provide research and development funding totaling
         $250,000 to October 1, 2000. The research and development funding is
         recorded as a reduction of costs when received.



                                    UNAUDITED

                                       6
<PAGE>
5.       SEGMENTED INFORMATION

         Geographic Segments

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

6.       SIGNIFICANT EQUITY INVESTEES
<TABLE>
<CAPTION>
                                                                   FAIRCHILD                   PRAXIS
                                                                 INTERNATIONAL            PHARMACEUTICALS
                                                                  CORPORATION           AUSTRALIA PTY. LTD.
                                                             ----------------------- --------------------------
         <S>                                                      <C>                     <C>
         Period ended                                             Three months to          Eight months to
                                                                  March 31, 2000          February 29, 2000

       Sales and gross profit                                        $   Nil                    $    Nil
                                                             ======================= ==========================

       Net loss from continuing
       operations and in aggregate                                   $31,401                    $320,400
                                                             ======================= ==========================
</TABLE>






























                                    UNAUDITED

                                       7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

GENERAL

The Company's  business is the  development and  commercialization  of drugs and
nutraceuticals  designed to prevent  inflammation  and their  sequelae,  and the
development of cosmetics for skin conditions.  To date, Praxis has not generated
any revenues from product sales,  royalties or license fees. Effective September
30, 1999,  the Company  entered into a sublicensing  arrangement  with Fairchild
International  Corp.  (Fairchild)  for the  development of a  nutraceutical  and
cosmetic  agent.  In  exchange  for this  sublicense,  the Company is to receive
$250,000 as  reimbursement  for research and  development  costs it shall incur.
This amount and other costs will be  deducted in arriving at net  revenues  upon
which Praxis' 35% royalty payment is based.  Praxis plans to develop novel drugs
and cosmetics,  and to  commercialize  these  products  through the formation of
partnerships, strategic alliances and license agreements with pharmaceutical and
cosmetic companies.

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

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

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

RESULTS OF OPERATIONS


The Company continues to incur losses from operations. The net loss for the nine
months ended  February 29, 2000 was $200,259 as compared to $398,531  during the
comparable  nine-month  period  in  1999.  The  decrease  in the net loss is due
primarily  to the  receipt of $158,193 in  research  and  development  recovered
costs. Were it not for the recovered costs, research and development expenses in
2000 ($135,351) actually increased 32% over 1999 amounts  ($102,887).  Promotion
and travel  expenses in 2000  ($73,832) also increased by 102% over 1999 amounts
($36,481),  as did  professional  fees  ($40,137 in 2000  compared to $21,563 in
1999) and related  party  administration  charges  ($31,550 in 2000  compared to
$18,182  in  1999).  However,  there  were  significantly  decreased  consulting
expenses in the 2000 period ($2,500), as compared to $210,708 in 1999.



                                       8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its securities. For the nine months ended February 29, 2000,
the Company issued common stock for cash of $150,000.  This compares to $128,725
in the 1999 nine-month period.

At February 29, 2000, the Company's working capital  deficiency was $93,656,  as
compared to $16,397 at May 31, 1999.  Of the  liabilities  at February 29, 2000,
$71,426 was owed to related parties.

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

The report of the Company's independent auditors on the financial statements for
the year ended May 31, 1999,  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

Assuming that Fairchild pays its remaining  installments of $87,500, the Company
currently has cash and cash  commitments  to support the  pre-clinical  research
program into anti-inflammatory 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
assuming receipt of the Fairchild  funds.  Unless extra capital is raised in the
next 12 months  there  will be no change in the number of  employees  or rate of
research  and  development.  There  are no  anticipated  purchases  of  plant or
equipment or sale of same.

The receipt of the Fairchild funds is not certain,  since Fairchild's  financial
condition is  questionable.  The  independent  auditors'  report on  Fairchild's
financial   statements  for  the  year  ended  December  31,  1999  included  an
explanatory  paragraph  relating to the  uncertainty of  Fairchild's  ability to
continue as a going concern.

If  Fairchild   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  arthritis  and wrinkles
could commence in one to two years.  This differs from  prescription  drugs, 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 and
nutraceutical  products than for prescription  drugs.  While there is nothing in
the  agreement  that would  prevent  Fairchild  from  unilaterally  deciding  to
continue to spend money on research  and thereby,  perhaps,  use all monies that
would  otherwise  be paid to Praxis  as  royalties,  doing so would not  benefit
Fairchild.  It would be in Fairchild's interest to commence sales of products to
generate revenues.



                                       9
<PAGE>

YEAR 2000 READINESS DISCLOSURE

The Year 2000 issue refers to the  inability  of computer and other  information
technology  systems to properly  process  date and time  information  due to the
programming  of a two digit year rather than a four digit year. The risk is that
a system will  recognize  the digits "00" as 1900 rather than the year 2000,  or
that the system may not recognize "00" as a year at all. As a result,  computers
and embedded  processing systems may be at risk of malfunctioning,  particularly
during the transition from 1999 to 2000.

The Company has  completed  its  assessment of the impact of Year 2000 issues on
its  business  operations.  The Year 2000 issue may  affect the  Company in four
principal  areas  including:  (1) computer  systems such as personal  computers,
operating  systems,   business  software,  and  application  software  including
accounting systems,  technical support software and administration software; (2)
field assets (primarily embedded systems) such as programmable logic controllers
and equipment control panels; (3) other systems such as telephones, photocopiers
and facsimile machines; and (4) third-party suppliers and service providers such
as banks and insurance companies.

To date,  the Company  has  implemented  and tested its  computer  software  and
hardware  for Year 2000  compliance  and has  concluded  that its  hardware  and
software is Year 2000 compliant.

The  Company's  Year 2000  program is designed to reduce the  Company's  risk of
material  losses due to the Year 2000 issue.  Management does not anticipate any
material adverse effect from the Year 2000 issue; however, the Company cannot be
certain that it will not suffer material adverse effects in the event that third
parties  upon which the Company is  dependent  are unable to resolve  their Year
2000 issues.

                                       10
<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      Research, Development and Licence Agreement dated May 11, 1999
                between Praxis Pharmaceuticals, Inc. and Fairchild International Inc. (1)<F1>                  N/A

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

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

      10.4      Shareholders Agreement dated as of October 14, 1999, between Praxis                            N/A
                Pharmaceuticals Australia Pty ltd., Praxis Pharmaceuticals Inc., Perpetual
                Trustees Nominees Limited, and Rothschild Bioscience Managers Limited (1)<F1>

      10.5      1999 Stock Option Plan (1)<F1>                                                                 N/A

        27      Financial Data Schedule (1)<F1>                                                                N/A
----------------------------

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

</TABLE>

                                       11

<PAGE>


                  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:  September 18, 2000              By:/s/David Stadnyk
                                          --------------------------------------
                                          David Stadnyk, Secretary
                                          (Principal financial officer)




                                       12