SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A
                                AMENDMENT NO. 1


(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, 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  X   No
                                                       -----   -----


     State the number of shares outstanding of each of the issuer's classes
              of common equity, as of the latest practicable date:
            19,991,747 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                NOVEMBER 30, 2003


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


<PAGE>







                           PRAXIS PHARMACEUTICALS INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                                NOVEMBER 30, 2003
                            (Stated in U.S. Dollars)

























                                       2

<PAGE>


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

<TABLE>
<CAPTION>

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

                                                                                  November 30,            May 31,
                                                                                          2003               2003
-----------------------------------------------------------------------------------------------------------------
                                                                                     UNAUDITED            AUDITED
<S>                                                                         <C>                    <C>
ASSETS

Current Assets
     Cash                                                                   $          1,136       $         904
     Amounts receivable                                                                    -               3,065
-----------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                   1,136               3,969

Available-for-sale Securities  (Note 3)                                              755,000                   1
-----------------------------------------------------------------------------------------------------------------

Total Assets                                                                $        756,136       $       3,970
=================================================================================================================

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities
     Accounts payable                                                       $         99,921       $      76,015
     Due to related parties (Note 4)                                                  45,293               5,793
-----------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                            145,214              81,808
-----------------------------------------------------------------------------------------------------------------

Going Concern (Note 1)

STOCKHOLDERS' EQUITY (DEFICIENCY)

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

Common stock:
50,000,000 common shares authorized with par value of $0.001 per share;
19,991,747 issued and outstanding                                                     19,990              19,790

Common stock subscriptions receivable                                                      -              (6,922)

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

Accumulated other comprehensive income (Note 6)                                      754,999                   -

Deficit Accumulated During the Development Stage                                  (1,746,601)         (1,585,350)
-----------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity (Deficiency)                                              610,922             (70,916)
-----------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity (Deficiency)                     $        756,136       $       3,970
=================================================================================================================

</TABLE>



    The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>


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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                   Accumulated
                                                       From               Three Months Ended             Six Months Ended
                                                   Inception to              November 30,                  November 30,
                                                November 30, 2003         2003          2002            2003           2002
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>           <C>             <C>             <C>

Project Expenses
     Research agreement amendment               $         45,000       $         -   $         -     $          -    $          -
                                                                                                                -               -
     Research costs                                      255,883                 -             -                -               -
     Patent costs                                          9,734                 -            66                -           1,024
     Recovered costs
         Cash                                           (135,594)                -             -                -               -
         Investment consideration                        (26,000)                -             -                -               -
     Related party consulting fees                       211,009                 -             -                -          25,000
     Royalties                                            59,428                 -        29,068                -          29,068
-----------------------------------------------------------------------------------------------------------------------------------
                                                         419,460                 -        29,134                -          55,092
-----------------------------------------------------------------------------------------------------------------------------------

Administration Expenses
     Bank charges and exchange                            21,565               783           273            1,179           2,032
     Consulting                                          470,148            92,590        49,800           97,090          49,800
     Finder's fees                                         7,500                 -             -                -               -
     Interest on convertible debentures                   16,667                 -             -                -               -
     Office and secretarial                               64,969             2,040         4,151            3,760           6,697
     Professional fees                                   232,848            14,379        15,912           20,223          31,198
     Promotion and travel                                330,214                 -        18,579                -          23,619
     Related party administration                        188,554            19,500        12,437           39,000          23,437
     Gain on sale of investments                        (157,472)                -       (43,602)               -         (43,602)
     Reorganization costs                                125,000                 -             -                -               -
     Loss on sale of treasury shares                         150                 -             -                -               -
-----------------------------------------------------------------------------------------------------------------------------------
                                                       1,300,143           129,292        57,550          161,252          93,181
-----------------------------------------------------------------------------------------------------------------------------------

Loss from Operations                                  (1,719,603)         (129,292)      (86,684)        (161,252)       (148,273)

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

Net Loss for the Period                         $     (1,746,601)      $  (129,292)  $   (86,684)    $   (161,252)   $   (148,273)
==================================================================================================================================

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

Weighted Average Number Of Common Shares Outstanding                    19,925,080    14,082,069       19,858,414      11,975,334
===================================================================================================================================
</TABLE>

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




    The accompanying notes are an integral part of these financial statements


                                       4
<PAGE>


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

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

                                                                      Six month period ended
                                                                            November 30
                                                                       2003                 2002
-----------------------------------------------------------------------------------------------------
<S>                                                              <C>                   <C>

Cash Flows from Operating Activities
   Net loss for the period                                       $     (161,252)       $    (148,273)
   Add back non-cash items:
      Gain on sale of investments                                             -              (43,602)
         Issue of shares and subscriptions for services                       -               70,500
         Stock based compensation                                        81,890                    -

   Change in non-cash operating items:
      Amounts receivable                                                  3,293                4,639
      Accounts payable                                                   30,106                3,047
      Related parties                                                    44,000                    -
-----------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities                      (1,963)            (113,689)
-----------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
   Proceeds on sale of investments                                            -               43,602
-----------------------------------------------------------------------------------------------------
Net cash provided by investing activities                                     -               43,602
-----------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities
   Share capital issued for cash                                              -               39,650
   Advances from related parties                                          2,195                5,124
-----------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                 2,195               44,774
-----------------------------------------------------------------------------------------------------

Change in cash for the period                                               232              (25,313)

Cash, beginning of period                                                   904               46,655
-----------------------------------------------------------------------------------------------------
Cash, end of period                                              $        1,136        $      21,342
=====================================================================================================

</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
                                NOVEMBER 30, 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 six-month
period ended November 30, 2003 are not necessarily indicative of results for the
entire year ending May 31, 2004.

As of November  30,  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 $161,252 and  $148,273  for the  six-month
periods  ended  November  30, 2003 and 2002,  respectively  and has  accumulated
losses of  $1,746,601  since  inception.  At November 30, 2003 the Company had a
working capital  deficiency of $144,078.  These conditions,  among others,  give
rise to  substantial  doubt about the  Company's  ability to continue as a going
concern.

2. RECENT PRONOUNCEMENTS

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


                                       6

<PAGE>


PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 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. AVAILABLE-FOR-SALE SECURITIES


The  Company  owns  approximately  a 10% equity  interest in  Pharmaxis  Ltd. an
Australian  company listed on the Australian  Stock  Exchange.  These shares are
restricted  from trading until  November 10, 2005.  The Company has recognized a
discount  from  quoted  market  value of  securities  held for resale due to the
following  factors:  lack of marketability of the Company's  holdings due to the
trading  restriction  to November  2005, the ability to dispose of large - block
holdings in a timely  manner,  and the risk  associated  with an investment in a
startup company engaged in research and  development.  At November 30, 2003, the
discounted market value is recorded at $755,000  resulting in an unrealized gain
of $754,999, net of tax of $381,000, which is recorded  as  Other  Comprehensive
Income, a separate component of Shareholders' Equity.


                                           November 30,            May 31,
                                                   2003               2003
                                         ----------------------------------

        11,200,000 ordinary shares         $    755,000          $       1
                                         ==================================




                                       7
<PAGE>


PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2003
(Stated in U.S. Dollars)




4. DUE TO RELATED PARTIES

a)  The  Company  shares  office   facilities  and  has  common  management  and
directorships with a number of public and private corporate related parties. The
Company  is  charged  for  office  rentals  and  administrative  services  on  a
proportional  cost  basis.   Management   believes  that  the  methods  of  cost
allocations  and  resultant  costs  are  reasonable.   Related  parties  include
directors and officers and companies with common  management and  directorships.
Related  party  accounts  are  unsecured  with no  fixed  terms of  interest  or
repayment.  At  November  30,  2003,  amounts  owing of $45,293  (May 31, 2003 -
$5,793) were due to related parties.

b) Management  agreements were entered into for administration  fees aggregating
$6,500  per  month  commencing  December  31,  2002 to  November  30,  2005 with
directors and officers. During the six-month period ended November 30, 2003, the
Company incurred administration fees of $39,000 (November 30, 2002 - $23,437).

5. COMMON STOCK

During the six-month  period ended November 30, 2003, the Company issued 200,000
common  shares upon  exercise  of stock  options  for  proceeds of $6,200  which
reduced accounts payable.

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

                                                   November 30, 2003
                                         -----------------------------------
                                                    Number          Average
                                                        of         Exercise
                                                   Options            Price
                                         -----------------------------------

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

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

As at November 30, 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>                <C>
        $    0.00 - 0.05         50,000               1.71   $         0.04               50,000          $    0.04
             0.06 - 0.10      2,830,000               2.78             0.08            2,830,000               0.08
             0.11 - 0.15        700,000               0.92             0.14              700,000               0.14
                          --------------------------------------------------    ------------------------------------

                              3,580,000               2.40   $         0.09            3,580,000          $    0.09
                          ==================================================    ====================================
</TABLE>



                                       8
<PAGE>


PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2003
(Stated in U.S. Dollars)

5. COMMON STOCK (CONTINUED)

The  Company  accounts  for  stock  based  employee  and  director  compensation
arrangements  in  accordance  with  provisions of  Accounting  Principles  Board
("APB") Opinion No. 25 - "Accounting for Stock Issued to Employees", and related
interpretations,  and complies with the disclosure  provisions of SFAS No. 123 -
"Accounting  for  Stock  Based  Compensation".  Under APB No.  25,  compensation
expense  is based on the  difference,  if any,  on the date the number of shares
receivable  is  determined,  between the  estimated  fair value of the Company's
stock and the  exercise  price of options to purchase  that  stock.  Stock based
compensation  arrangements  for others are  recorded  at their fair value as the
services are provided and the compensation earned.

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

<TABLE>
<CAPTION>
                                           Accumulated               Three Months Ended               Six Months Ended
                                                  from                     November 30,                   November 30,
                                          Inception to  ---------------------------------------------------------------
                                     November 30, 2003              2003           2002            2003           2002
<S>                                      <C>                 <C>              <C>          <C>             <C>

Net Loss - as reported                   $  (1,746,601)      $  (129,299)     $ (86,684)   $   (161,252)   $  (148,273)
Add: Stock-based compensation
expense included in net loss -
as reported                                     81,890            81,890              -          81,890              -
Deduct: Stock-based compensation
expense determined under fair
value method                                  (148,770)         (148,770)             -        (148,770)       (27,120)
                                 --------------------------------------------------------------------------------------
Net Loss - Pro-Forma                     $  (1,813,481)      $  (196,179)     $ (86,684)   $   (228,132)   $  (175,393)
                                 ======================================================================================
Basic loss per share -
as reported                                                  $     (0.01)     $   (0.01)   $      (0.01)   $     (0.01)
                                                          -------------------------------------------------------------
Basic loss per share -
Pro-Forma                                                    $     (0.01)     $   (0.01)   $      (0.01)   $     (0.01)
                                 ======================================================================================
</TABLE>

The fair value of each option  granted  during the six months ended November 30,
2003 was estimated  using the  Black-Scholes  option  pricing  model  assuming a
dividend yield of 0.0%,  expected volatility of 264%, risk free interest rate of
1.8%, and weighted average expected option terms of 1.75 years.

6. ACCUMULATED OTHER COMPREHENSIVE INCOME


<TABLE>
<CAPTION>

                                          Accumulated               Three Months Ended               Six Months Ended
                                                 from                     November 30,                   November 30,
                                         Inception to      --------------------------------------------------------------
                                    November 30, 2003              2003           2002            2003           2002
<S>                                    <C>                   <C>             <C>             <C>           <C>

   Net Loss for the period             $  (1,746,601)        $  (129,292)    $  (86,684)     $ (161,252)   $  (148,273)

     Unrealized holding gains
     arising during the period
     net of tax of $381,000                  754,999             754,999              -         754,999              -
                                   --------------------------------------------------------------------------------------
   Comprehensive (loss) income         $    (991,602)        $   625,707     $  (86,684)     $  593,747    $  (148,273)
                                   ======================================================================================

</TABLE>


                                       9

<PAGE>
PRAXIS PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2003
(Stated in U.S. Dollars)



7. PROPOSED TRANSACTION

The Company  entered into an  Arrangement  Agreement  dated October 20, 2003, to
acquire all of the issued and  outstanding  common  shares of Patch  Energy Inc.
("Patch"),  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.




















                                       10

<PAGE>

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

The following  discussion  of the financial  condition and results of operations
for  Praxis  should  be read in  conjunction  with  the  accompanying  financial
statements and related footnotes.

GENERAL

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

RESULTS OF OPERATIONS

The Company continues to incur losses from operations. At November 30, 2003, the
deficit accumulated during the development stage was $1,746,601.

THREE-MONTH  PERIOD.  The net loss for the three months ended  November 30, 2003
was $129,292 as compared to $86,684 during the comparable  three-month period in
2002.  During 2003,  there were no project  expenses,  as compared to $29,134 in
2002.  However,  administration  expenses  increased  from  $57,550  in  2002 to
$129,292 in 2003.

The  increase in expenses  for 2003 is not as  significant  as it would  appear,
since  administration  expenses  in  2002  included  a  $43,602  gain on sale of
investments.  Consulting fees increased from $49,800 in 2002 to $92,590 in 2003,
primarily as a result of stock  options  granted in October and  November  2003.
Additionally,  related party  administration  expenses increased from $12,437 in
2002 to $19,500 in 2003 due to  management  services  agreements  in place since
December 2002.  There were no promotion and travel expenses in 2003, as compared
to $18,579 in 2002.

SIX-MONTH  PERIOD.  For the six months  ended  November  30,  2003,  the Company
incurred a net loss of $161,252, as compared to the net loss of $148,273 for the
comparable  period in 2002. There were no project expenses for 2003, as compared
to $55,092 in 2002. However,  administration  expenses increased from $93,181 in
2002 to $161,252 in 2003.

The most  significant  changes in  administration  expenses were the lack of any
gain on sale of investments  ($-nil in 2003 as compared to $43,602 in 2002), the
increase  in  consulting  expenses  ($97,090  in 2003 as  compared to $49,800 in
2002), the decrease in professional fees ($20,223 in 2003 as compared to $31,198
in 2002),  the  decrease  in  promotion  and travel  expenses  ($-nil in 2003 as
compared to $23,619 in 2002),  and the increase in related party  administration
expenses due to the management  services agreements ($39,000 in 2003 as compared
to $23,437 in 2002).

LIQUIDITY AND CAPITAL RESOURCES

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

For the six months ended  November 30, 2003,  cash used in operating  activities
was $1,963. Cash of $2,195 was provided by financing  activities,  consisting of
advances from related parties, during this period. In comparison,  in 2002, cash
provided by financing  activities,  consisting primarily of share capital issued
for cash, was $44,774, and cash provided by investing activities,  consisting of
proceeds on sale of investments,  was $43,602. Cash used in operating activities
was $113,689.

                                       11

<PAGE>


At November 30, 2003, the Company's  working  capital was a deficit of $144,078,
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 six-month period.

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

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

PLAN OF OPERATION

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 November  30,  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.




                                       12

<PAGE>


PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            Not Applicable.

ITEM 2.     CHANGES IN SECURITIES

            Not Applicable.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            Not Applicable.

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

            Not Applicable.

ITEM 5.     OTHER INFORMATION

            Not Applicable.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            A)       EXHIBITS

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


                                       13
<PAGE>

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

(1)  Incorporated  by  reference  to  the  exhibits filed  with the Registration
     Statement on Form 10-SB, file no. 0-28627.
(2)  Incorporated by reference to the exhibits filed to the registrant's current
     report on Form 8-K dated February 28, 2001.
(3)  Incorporated by reference to the exhibits  filed to the registrant's annual
     report on Form 10-KSB for the fiscal year ended May
     31, 2001.
(4)  Incorporated by reference to the exhibits  filed to the registrant's annual
     report on Form 10-KSB for the fiscal year ended May 31, 2002.
(5)  Incorporated  by reference to the exhibits filed to the registrant's annual
     report on Form 10-KSB for the fiscal year ended May 31, 2003.

            B)      REPORTS ON FORM 8-K:

            None.





                                       14


<PAGE>


                                   SIGNATURES

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

                                         PRAXIS PHARMACEUTICALS INC.
                                         (Registrant)



Date: January 21, 2004                   By:   /s/ DAVID STADNYK
                                            ------------------------------------
                                               David Stadnyk, President
                                               (Principal financial officer)




















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