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: November 30, 2004

[ ]      TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT
         For the transition period from _________________ to ________________


                         Commission file number 0-28627


                            PATCH INTERNATIONAL INC.
        (Exact name of small business issuer as specified in its charter)


                NEVADA                               87-0393257
   (State or other jurisdiction of         (IRS Employer Identification No.)
    incorporation or organization)


      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:
            45,088,641 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                NOVEMBER 30, 2004


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


<PAGE>



PATCH INTERNATIONAL INC.
November 30, 2004
(Unaudited)
                                                                           Index

Consolidated Balance Sheets                                                3

Consolidated Statements of Operations                                      4

Consolidated Statements of Cash Flows                                      5

Notes to the Consolidated Financial Statements                             6













                                       2

<PAGE>



PATCH INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars)
(Unaudited)

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

                                                                                      November 30,               May 31,
                                                                                              2004                  2004
-------------------------------------------------------------------------------------------------------------------------
                                                                                                               (AUDITED)
<S>                                                                               <C>                 <C>
ASSETS

Current Assets
     Cash                                                                         $         12,491    $           38,613
     Accounts receivable                                                                    14,994                35,327
     Trading securities (Note 4)                                                                 -                28,334
     Prepaid expenses and other                                                              2,805                71,330
-------------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                        30,290               173,604
Property and equipment                                                                       2,463                     -
Oil and gas interests (successful efforts method)  (Note 6)                                113,459               130,440
Available-for-sale securities (Note 5)                                                   3,854,000             1,575,000
-------------------------------------------------------------------------------------------------------------------------

Total Assets                                                                      $      4,000,212    $        1,879,044
=========================================================================================================================

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable and accrued liabilities                                     $        169,843    $          211,952
     Due to related parties (Note 7)                                                       298,649               250,388
-------------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                  468,492               462,340
-------------------------------------------------------------------------------------------------------------------------

Going Concern (Note 1)

STOCKHOLDERS' EQUITY

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;
45,088,641 shares issued and outstanding (May 31, 2004 - 40,288,431 shares)                 45,089                40,288

Additional paid-in capital                                                               2,556,745             2,062,733

Stock subscriptions receivable                                                            (133,000)                    -

Accumulated other comprehensive income (loss)  (Note 9)                                  2,231,000               (48,000)

Deficit                                                                                 (1,168,114)             (638,317)
-------------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                               3,531,720             1,416,704
-------------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                                        $      4,000,212    $        1,879,044
=========================================================================================================================
</TABLE>

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




                                       3
<PAGE>


PATCH INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                   Three months ended               Six months ended
                                                                      November 30,                    November 30,
                                                            ----------------------------------------------------------------

                                                                   2004             2003            2004           2003
----------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>              <C>            <C>
Revenue
     Oil and gas                                               $    21,063      $    32,224      $    43,786    $    49,878
     Gain on sale of trading securities                                  -                -                -         19,511
----------------------------------------------------------------------------------------------------------------------------
                                                                    21,063           32,224           43,786         69,389
----------------------------------------------------------------------------------------------------------------------------

Expenses
     Consulting                                                     64,584                -           86,709          4,482
     Depletion, depreciation and impairment                         41,510           11,523           49,061         23,047
     Investor relations                                             46,103                -           77,103              -
     General and administrative                                     28,620           15,975           55,420         19,541
     Oil and gas production, royalties and other                     6,909            8,924           17,276         18,418
     Professional fees                                              29,935           15,504           40,184         22,920
     Related party administration                                   33,250           21,250           66,500         42,500
     Stock-based compensation                                      144,399                -          144,399              -
     Loss on write-off of proposed acquisition  (Note 10)                -                -           21,000              -
     Loss on sale of trading securities                              3,658               84           15,930              -
----------------------------------------------------------------------------------------------------------------------------
                                                                   398,968           73,260          573,582        130,908
----------------------------------------------------------------------------------------------------------------------------

Net Loss for the Period                                        $  (377,905)     $   (41,036)     $  (529,796)   $   (61,519)
============================================================================================================================

Net Loss Per Share
     Basic                                                     $     (0.01)     $     (0.00)     $     (0.01)   $     (0.00)
     Diluted                                                         (0.01)           (0.00)           (0.01)         (0.00)

Weighted Average Number Of Common Shares Outstanding
     Basic                                                      42,879,000       20,631,000       41,994,000     20,631,000
     Diluted                                                    43,046,000       20,631,000       43,125,000     20,631,000

</TABLE>





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

                                       4
<PAGE>


PATCH INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                          Six months ended
                                                                                             November 30,
                                                                                ----------------------------------
                                                                                        2004               2003
------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
Cash Flows from Operating Activities
     Net loss for the period                                                    $     (529,796)    $      (61,519)
     Add back non-cash items:
         Depletion, depreciation and impairment                                         49,061             23,047
         Loss (gain) on sale of trading securities                                      15,930            (19,511)
         Stock-based compensation                                                      144,399                  -
         Write-off of proposed acquisition                                              21,000                  -

     Change in non-cash operating assets and liabilities:
         Decrease (increase) in accounts receivable                                     20,333            (22,571)
         Decrease (increase) in prepaid expenses and other                              36,956            (30,325)
         Increase (decrease) in accounts payable and accrued liabilities               100,045             (5,516)
         Increase in due to related parties                                             48,260             77,361
------------------------------------------------------------------------------------------------------------------

Net cash (used in) operating activities                                                (93,812)           (39,034)
------------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
     Cash paid for proposed acquisition                                                (21,000)                 -
     Oil and gas interests                                                                (381)           (25,262)
     Acquisition of equipment                                                           (2,592)                 -
     Acquisition of trading securities                                                  (1,655)                 -
     Proceeds on sale of trading securities                                             14,058             19,131
------------------------------------------------------------------------------------------------------------------

Net cash (used in) investing activities                                                (11,570)            (6,131)
------------------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities
     Subscription funds received                                                             -              1,700
     Common stock issued for cash                                                       79,260                  -
------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                                               79,260              1,700
------------------------------------------------------------------------------------------------------------------

Change in cash for the period                                                          (26,122)           (43,465)

Cash, beginning of period                                                               38,613             37,553
------------------------------------------------------------------------------------------------------------------

Cash, end of period                                                             $       12,491     $       (5,912)
==================================================================================================================

NON-CASH FINANCING ITEMS
     Common stock issued for debt                                               $       52,164     $            -
     Stock options exercised for debt                                                   89,990

SUPPLEMENTAL CASH FLOW INFORMATION
     Taxes paid                                                                 $            -     $            -
     Interest paid                                                                           -                  -

</TABLE>


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

                                       5
<PAGE>


                            PATCH INTERNATIONAL INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2004
                            (Stated in U.S. Dollars)
                                   (Unaudited)


1.    BASIS OF PRESENTATION AND GOING CONCERN CONSIDERATIONS

      The unaudited consolidated financial information furnished herein reflects
      all  adjustments,  which in the opinion of  management  are  necessary  to
      fairly state the Company's consolidated financial position and the results
      of its consolidated  operations for the periods presented.  This report on
      Form 10-QSB should be read in conjunction with the Company's  consolidated
      financial  statements  and notes thereto  included in the  Company's  Form
      10-KSB for the fiscal year ended May 31,  2004.  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, 2004,  has
      been  omitted.  The results of operations  for the six-month  period ended
      November 30, 2004 are not  necessarily  indicative  of results that may be
      expected for the fiscal year ending May 31, 2005.

      As of  November  30,  2004,  the  Company  had  not  reached  a  level  of
      operations,  which would  finance  day-to-day  activities.  These  interim
      consolidated  financial  statements  have been prepared on the  assumption
      that the Company is a going concern, meaning it will continue in operation
      for  the  foreseeable  future  and  will be able  to  realize  assets  and
      discharge  liabilities  in the ordinary  course of  operations.  Different
      bases of measurement may be appropriate  when a company is not expected to
      continue operations for the foreseeable future. The Company's continuation
      as a going  concern is  dependent  upon its  ability to attain  profitable
      operations  and generate  funds  therefrom  and/or raise equity capital or
      borrowings  sufficient to meet current and future obligations.  Management
      intends  to  support  the  Company  by  exercising  stock  options  and/or
      warrants,  advancing  funds  necessary or raising  funds  through  private
      placements until the Company can achieve a profitable level of operations.

      The Company  incurred  losses from  operations of $529,796 and $61,519 for
      the six-month  periods ended November 30, 2004 and 2003,  respectively and
      has accumulated losses of $1,168,114 since inception. At November 30, 2004
      the Company had a working  capital  deficiency of $438,202 (May 31, 2004 -
      $288,736). These conditions,  among others, give rise to substantial doubt
      about  the  Company's  ability  to  continue  as a  going  concern.  These
      financial  statements do not include any adjustments that might arise from
      this uncertainty.

2.    RECENT PRONOUNCEMENTS

      In December 2004, the Financial  Accounting  Standards Board (FASB) issued
      Statement of Financial  Accounting  Standard (SFAS) No. 123R, "SHARE BASED
      PAYMENT".  SFAS  123R  is a  revision  of SFAS  No.  123  "ACCOUNTING  FOR
      STOCK-BASED COMPENSATION",  and supersedes APB Opinion No. 25, "ACCOUNTING
      FOR STOCK ISSUED TO EMPLOYEES"  and its related  implementation  guidance.
      SFAS 123R  establishes  standards for the accounting for  transactions  in
      which an entity exchanges its equity instruments for goods or services. It
      also  addresses  transactions  in which an entity  incurs  liabilities  in
      exchange  for goods or  services  that are based on the fair  value of the
      entity's  equity  instruments  or that may be settled by the  issuance  of
      those equity  instruments.  SFAS 123R focuses  primarily on accounting for
      transactions in which an entity obtains  employee  services in share-based
      payment  transactions.  SFAS 123R does not change the accounting  guidance
      for  share-based  payment  transactions  with parties other than employees
      provided in SFAS 123 as originally  issued and Emerging  Issues Task Force
      Issue No. 96-18,  "ACCOUNTING  FOR EQUITY  INSTRUMENTS  THAT ARE ISSUED TO
      OTHER THAN EMPLOYEES FOR ACQUIRING,  OR IN CONJUNCTION WITH SELLING, GOODS
      OR SERVICES". SFAS 123R does not address the accounting for employee share
      ownership  plans,  which are subject to AICPA  Statement of Position 93-6,
      "EMPLOYERS'  ACCOUNTING FOR EMPLOYEE  STOCK  OWNERSHIP  PLANS".  SFAS 123R
      requires a public entity to measure the cost of employee services received
      in exchange  for an award of equity  instruments  based on the  grant-date
      fair  value of the  award  (with  limited  exceptions).


                                       6
<PAGE>

PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2004
(Stated in U.S. Dollars)
(Unaudited)


2.    RECENT PRONOUNCEMENTS (CONTINUED)

      That cost will be  recognized  over the period during which an employee is
      required  to provide  service in  exchange  for the award - the  requisite
      service period (usually the vesting  period).  SFAS 123R requires that the
      compensation  cost  relating  to  share-based   payment   transactions  be
      recognized in financial  statements.  That cost will be measured  based on
      the fair value of the equity or liability instruments issued. The scope of
      SFAS 123R includes a wide range of share-based  compensation  arrangements
      including share options, restricted share plans, performance-based awards,
      share  appreciation  rights,  and employee  share purchase  plans.  Public
      entities  (other  than those  filing as small  business  issuers)  will be
      required  to apply SFAS 123R as of the first  interim or annual  reporting
      period that begins after June 15, 2005. Public entities that file as small
      business  issuers will be required to apply SFAS 123R in the first interim
      or annual  reporting  period that begins  after  December  15,  2005.  For
      nonpublic  entities,  SFAS 123R must be applied as of the beginning of the
      first annual reporting period beginning after December 15, 2005.

      In December  2004,  FASB issued SFAS No. 153,  "EXCHANGES  OF  NONMONETARY
      ASSETS - AN  AMENDMENT OF APB OPINION NO. 29". The guidance in APB Opinion
      No.  29,  "ACCOUNTING  FOR  NONMONETARY  TRANSACTIONS",  is  based  on the
      principle that exchanges of nonmonetary assets should be measured based on
      the fair value of the assets  exchanged.  The  guidance  in that  Opinion,
      however,  included  certain  exceptions  to that  principle.  SFAS No. 153
      amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges
      of similar  productive assets and replaces it with a general exception for
      exchanges of nonmonetary assets that do not have commercial  substance.  A
      nonmonetary  exchange has commercial substance if the future cash flows of
      the  entity  are  expected  to  change  significantly  as a result  of the
      exchange.  The  provisions of SFAS No. 153 are  effective for  nonmonetary
      asset exchanges occurring in fiscal periods beginning after June 15, 2005.
      Early  application  is  permitted  and  companies  must apply the standard
      prospectively.  The  adoption of this  standard is not  expected to have a
      material  effect on the  Company's  results  of  operations  or  financial
      position.

      In December  2003, the United States  Securities  and Exchange  Commission
      issued Staff  Accounting  Bulletin No. 104,  "REVENUE  Recognition"  ("SAB
      104"),  which  supersedes  SAB  101,  "REVENUE  RECOGNITION  IN  FINANCIAL
      STATEMENTS".  The  primary  purpose  of SAB 104 is to  rescind  accounting
      guidance  contained  in  SAB  101  related  to  multiple  element  revenue
      arrangements,  which was  superseded  as a result of the  issuance of EITF
      00-21,  "ACCOUNTING FOR REVENUE ARRANGEMENTS WITH MULTIPLE  DELIVERABLES".
      While the wording of SAB 104 has  changed to reflect the  issuance of EITF
      00-21,  the  revenue  recognition  principles  of SAB 101  remain  largely
      unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have
      a material impact on the Company's financial statements.

      In May 2003, FASB issued 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.


                                       7
<PAGE>

PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2004
(Stated in U.S. Dollars)
(Unaudited)

3.    ACQUISITION OF SUBSIDIARY

      Effective March 15, 2004, Praxis Pharmaceuticals, Inc. ("Praxis") acquired
      100% of the issued and outstanding  shares of Patch Energy Inc.  ("Patch")
      by  issuing  18,232,625  shares  of  common  stock in a one for one  share
      exchange. Patch was a private British Columbia corporation involved in the
      exploration, development and production of oil and natural gas.

      A summary of the transaction is as follows:

      The  issued  and  outstanding   share  capital  of  Praxis  prior  to  the
      acquisition  was  20,630,806  shares  of  common  stock.  The  issued  and
      outstanding share capital of Patch prior to the acquisition was 18,232,625
      shares  of  common  stock.   The   transaction   resulted  in  the  Praxis
      shareholders  holding  53% of the  total  issued  and  outstanding  common
      shares, and Patch  shareholders  having a total of 47% of the total issued
      and  outstanding  common  shares  of  38,863,431  after  the  close of the
      acquisition.  Even  though  Praxis  shareholders  ended up with 53% of the
      total issued and  outstanding  common  shares after the  acquisition,  the
      former  shareholders  of Patch did have  control as outlined in items (b),
      (c) and (d) of paragraph 17 of SFAS 141 "Business Combinations".

         o  the existence of a large minority voting interest in the combined
            entity;
         o  control of the board of the combined entity; and
         o  domination of the senior management of the combined entity.

      Accordingly,  the  transaction,   which  is  referred  to  as  a  "reverse
      takeover",  has been treated for accounting  purposes as an acquisition by
      Patch of the net assets and liabilities of Praxis. Because Patch is deemed
      to be the purchaser for accounting purposes,  these consolidated financial
      statements  are  presented  as a  continuation  of Patch and  include  the
      results of operations of Patch since  incorporation  on February 11, 2002,
      and the results of operations of Praxis since the date of  acquisition  on
      March 15, 2004.  The  comparative  figures for the six-month  period ended
      November  30,  2003,  are the results of  operations  of Patch Energy Inc.
      solely.

      Praxis had net assets of $1,470,975 at the  acquisition  date;  therefore,
      the 18,232,625 shares of common stock issued on acquisition were issued at
      a fair value of $1,470,975.  Accordingly,  Praxis' net assets are included
      in the consolidated balance sheet at their previously recorded amounts.

      The acquisition is summarized as follows:

           Cash                                         $      1,034
             Available for sale securities                 1,623,000
             Accounts payable, and accrued
           liabilities                                      (115,216)
             Due to related parties                          (37,843)
                                                      -----------------

           Net assets acquired                          $  1,470,975
                                                      =================

4.    TRADING SECURITIES

<TABLE>
<CAPTION>
                                                                              November 30,          May 31,
                                                                                      2004             2004
                                                                          ----------------------------------
<S>                                                                        <C>                <C>
      Trading Securities, NIL common shares (market value $NIL)
      (May 31, 2004 - 944,450 common shares (market value $28,334))        $             -    $      28,334
                                                                          ==================================
</TABLE>

      During the six-month period ended November 30, 2004, the Company purchased
      65,000 common shares of Fairchild International  Corporation ("Fairchild")
      for $1,665,  and sold 1,009,450 common shares of Fairchild for proceeds of
      $14,058.

                                       8
<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2004
(Stated in U.S. Dollars)
(Unaudited)


5.    AVAILABLE-FOR-SALE SECURITIES

      The Company owns  approximately  a 8.6% 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, 2004,  the  discounted  market
      value is recorded at $3,854,000, net of tax of $1,311,000, resulting in an
      unrealized  gain of $2,231,000,  which is recorded as other  comprehensive
      income, a separate component of shareholders' equity.

                                              November 30,          May 31,
                                                      2004             2004
                                         -----------------------------------

      11,200,000 ordinary shares         $       3,854,000    $   1,575,000
                                         ===================================


6.    OIL AND GAS INTERESTS

<TABLE>
<CAPTION>
                                                                   November 30,           May 31,
                                                                           2004              2004
                                                                -----------------------------------
<S>                                                                 <C>              <C>
      Proved oil and gas properties and related equipment
        - California, USA                                           $    15,638      $     15,638
        - Saskatchewan, Canada                                          184,853           184,472
      ---------------------------------------------------------------------------------------------
                                                                        200,491           200,110
      Non-producing oil and gas properties
        - Texas, USA                                                     34,385             2,816
      ---------------------------------------------------------------------------------------------
                                                                        234,876           202,926
      Accumulated depletion and impairment                             (121,417)          (72,486)
      ---------------------------------------------------------------------------------------------
      Balance, end of period                                        $   113,459      $    130,440
      =============================================================================================
</TABLE>

      Oil and Gas Interests - California, USA

      The  Company  has 0.75 of 1% of an  interest  in four test wells in Tehama
      County,  California  as  consideration  for  providing a loan to Fairchild
      International Corporation ("Fairchild"). On December 15, 2004, the Company
      agreed with Fairchild to relinquish its interest in these test wells.

      Oil and Gas Interests - Saskatchewan, Canada

      On May 1, 2002, the Company  acquired a 12.5% working interest in ten test
      wells  located in  Saskatchewan  by  incurring  15.625% of the costs.  The
      Company   entered   into  a   participation   agreement   with   Fairchild
      International  Corporation  ("Fairchild")  whereby Fairchild will earn one
      third of the  Company's  interest in the ten test wells by  incurring  one
      third of the  associated  costs.  The Company  agreed to  participate in a
      second set of nine test wells in  Saskatchewan,  Canada,  by  agreeing  to
      incur  15.625% of the costs to earn a 12.5%  working  interest.  Fairchild
      will  also  earn the  right to earn  1.75% of the  Company's  interest  by
      incurring 2.5% of the associated costs.

      The Company  entered into a  participation  agreement  with Micron  Enviro
      Systems Inc.  ("Micron") dated March 27, 2003 where Micron can earn a 3.5%
      working interest by incurring 5% of the associated costs. The Company also
      entered into a participation agreement with Butler Development Corporation
      ("Butler")  dated  April 28,  2003 where  Butler  can earn a 3.5%  working
      interest by incurring 5% of the associated costs and by paying the Company
      CAD$15,000 (received).


                                       9
<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2004
(Stated in U.S. Dollars)
(Unaudited)

6.    OIL AND GAS INTERESTS (CONTINUED)

      The Company entered into a participation  agreement dated November 5, 2003
      with Fairchild  where the Company granted to Fairchild a 6.75% interest in
      any  subsequent  wells to be drilled on the  Farmout  Lands  pursuant to a
      Farmout  Agreement,  as detailed  above,  in  consideration  of  incurring
      8.4375% of the costs associated with any such subsequent wells.

      On November 14, 2003, the Company  acquired a 12.5% working  interest in a
      test well located in Saskatchewan  and 6.25% in the balance of the Farmout
      Lands,  by  incurring  12.5% of the  costs.  A total of  $57,604  in costs
      related to this well has been charged to operations ($1,324 in the current
      period), as the well was shut-in.

      Oil and Gas Interests - Texas, USA

      The Company  entered into a  participation  agreement  dated September 30,
      2003 with PB Energy USA Inc.  ("PB"),  where the  Company  was granted the
      right to earn a 3.75% working  interest in a Test Well and a 3.75% working
      interest in 3 tracts of land  totalling  856 acres lying within the Goliad
      County of Texas,  USA (the "Program  Lands") known as the Manahuilla Creek
      Project,  by paying 5% of the Prospect  Acquisition Costs (being US$15,000
      (paid)),  5% of the  Test  Well  Operations  and  3.75%  of the  costs  of
      Development of Program Lands.

      The Company entered into a  sub-participation  agreement dated November 6,
      2003,   with  respect  to  the  PB  Energy   Agreement,   with   Fairchild
      International Corporation ("Fairchild"), where the Company agreed to grant
      to  Fairchild a 1.875%  interest  in a Test Well and the Program  Lands in
      consideration of incurring 1.875% of the costs.

      Oil and Gas Interests - Ukraine

      The Company signed a Memorandum of  Understanding  with Firma HAS to drill
      several  wells  in  the  oil  and  gas  fields  of  Chernigivska,  Sumska,
      Poltavaska and  Kharkivska  regions of Ukraine which have been approved by
      the Ukrainian government.

7.    RELATED PARTY TRANSACTIONS

      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,  2004,  amounts  owing of $298,649  (May 31, 2004 -
            $250,388) were due to related parties.

      b)    Effective February 11, 2003, the Company entered into two management
            services  agreements  for  administration  fees with  directors  and
            officers.  The payments due under these  agreements  are $85,000 per
            annum for 2 years.  During the six-month  period ended  November 30,
            2004, $42,500 in related party  administration  fees were charged to
            operations (2003 - $42,500).

      c)    The Company  entered into management  agreements for  administration
            fees aggregating  $6,500 per month  commencing  December 31, 2002 to
            November 30, 2005 with  directors and officers.  An agreement  which
            had required  payments of $2,500 per month was terminated  effective
            December 31, 2003. Under the remaining agreement, $24,000 in related
            party  administration  fees were  charged to  operations  during the
            six-month period ended November 30, 2004 (2003 - $NIL).


                                       10
<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2004
(Stated in U.S. Dollars)
(Unaudited)

8.    COMMON STOCK

      Share  purchase  warrants are  outstanding  to purchase  895,625 shares of
      common stock at a price of $0.12 per share on or before January 6, 2006.

      The Company is proposing  the  distribution  of a stock  dividend on a pro
      rata basis of a total of  5,600,000  of the shares,  or the  proceeds,  of
      Pharmaxis  Pharmaceuticals  Pty Ltd., on or after November 15, 2005, being
      the date that the escrow restrictions attaching to such shares expire. For
      every 7.239 shares of Patch, one share of Pharmaxis or its cash equivalent
      will be distributed. The directors of the Company have fixed July 30, 2004
      as the record date for determining shareholders entitled to participate in
      such  distribution.  The record date is subject to receiving  all required
      regulatory  approvals and fulfilling all necessary statutory  requirements
      in order to permit the distribution to occur.

      During the six-month  period ended  November 30, 2004,  the Company issued
      521,640  shares of common  stock at $0.10 per share in  extinguishment  of
      debt totaling $52,164,  and issued 757,000 shares of common stock pursuant
      to stock  option  exercises at $0.07 per share in  extinguishment  of debt
      totaling $52,990.


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


                                                         November 30, 2004
                                                  ------------------------------
                                                                        Weighted
                                                             Number      Average
                                                                 of     Exercise
                                                            Options        Price
                                                  ------------------------------

              Balance, beginning of period                4,405,000       $ 0.12
              Issued                                      6,428,570       $ 0.07
              Cancelled/Forfeited                          (700,000)      $ 0.14
              Exercised                                  (4,278,570)      $ 0.07
                                                  ------------------------------

              Balance, end of period                      5,855,000       $ 0.13
                                                  ==============================



      During the  nine-month  period ended  November 30, 2004,  1,375,000  stock
      options were repriced from $0.165 to $0.07 per share.

      As at November 30, 2004, the following options are outstanding:

<TABLE>
<CAPTION>
                                           OUTSTANDING                                    EXERCISABLE
                        --------------------------------------------------    ------------------------------------
                                                Weighted                                                 Weighted
                                                 Average         Weighted                                 Average
                               Number          Remaining          Average               Number           Exercise
              Exercise             of        Contractual         Exercise                   of              Price
                 Price         Shares       Life (years)            Price               Shares           Weighted
      --------------------------------------------------------------------    ------------------------------------
<S>                         <C>                     <C>            <C>               <C>                   <C>
      $   0.055 - 0.10      5,855,000               3.58           $ 0.07            5,855,000             $ 0.07
                        --------------------------------------------------    ------------------------------------
                            5,855,000               3.58           $ 0.07            5,855,000             $ 0.07
                        ==================================================    ====================================
</TABLE>

                                       11
<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2004
(Stated in U.S. Dollars)
(Unaudited)

8.    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. During the nine-month period ended November 30, 2004,  stock-based
      compensation   of  $144,399  was  recorded  on  5,828,570  stock  options;
      4,828,570  stock  options  priced at $0.07 per share and  1,000,000  stock
      options priced at $0.055 per share.

      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>
                                                                 Three months ended          Six months ended
                                                                    November 30,               November 30,

                                                                 2004         2003          2004          2003
<S>                                                          <C>          <C>           <C>           <C>
      Net Loss - as reported                                 $ (377,905)  $  (41,036)   $ (529,796)   $  (61,819)
        Add: Stock-based compensation expense
        included in net loss - as reported                      144,399            -       144,399             -
        Deduct: Stock-based compensation expense
        determined under fair value method                     (178,294)           -      (178,294)            -
                                                           -------------------------------------------------------
      Net Loss - Pro-Forma                                   $ (411,800)  $  (41,036)   $ (563,691)    $ (61,189)
                                                           =======================================================

      Basic and Diluted net loss per share - as reported     $    (0.01)  $    (0.00)   $    (0.01)    $   (0.00)
                                                           -------------------------------------------------------
      Basic and Diluted net loss per share - Pro-Forma       $    (0.01)  $    (0.00)   $    (0.01)    $   (0.00)
                                                           =======================================================
</TABLE>

      The fair value of each option granted during the six months ended November
      30,  2004 was  estimated  using the  Black-Scholes  option  pricing  model
      assuming a dividend yield of 0.0%,  expected volatility of 175%, risk free
      interest rate of 2.35%, and weighted average expected option terms of 1.26
      years.



                                       12
<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2004
(Stated in U.S. Dollars)
(Unaudited)


9.    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

<TABLE>
<CAPTION>
                                                            Three months ended          Six months ended
                                                               November 30,               November 30,

                                                           2004          2003          2004          2003
<S>                                                   <C>            <C>          <C>            <C>
      Net Loss for the period                         $   (377,905)  $  (41,036)  $  (529,796)   $  (61,819)
      Unrealized holding gain arising
      during the period                                  1,421,000            -     2,279,000             -
                                                     --------------------------------------------------------
      Comprehensive income (loss) for
      the period                                      $  1,043,095   $  (41,036)  $ 1,749,204    $  (61,819)
                                                     ========================================================
</TABLE>

10.   PROPOSED ACQUISITION

      The Company  signed a letter of intent  dated June 30, 2004 with  Greenlab
      Agronomics Inc.  ("Greenlab"),  a private company,  to acquire 100% of the
      issued and outstanding  shares of Greenlab.  Greenlab  produces  bio-fuels
      such as ethanol from its organic agricultural  produces. Its current major
      operational  activities  are in the Ukraine.  During the six-month  period
      ended November 30, 2004, the Company  advanced $21,000 towards the cost of
      the proposed acquisition,  but the Company decided not to proceed with the
      acquisition.  Accordingly, the Company wrote off these costs to operations
      during the period.


11.   COMMITMENT

      The  Company  entered  into a letter  of  intent  with Mr.  Danilo  Mancin
      ("Mancin")  to jointly  pursue  commercial  opportunities  in Algeria  and
      Libya. As consideration for Mancin's  services,  the Company agreed to pay
      $3,000 per month up to the  earlier of March 31, 2005 or the date on which
      a commercial  transaction  is entered  into subject to specified  terms as
      described  in the service  agreement,  and issue stock  options to acquire
      400,000  common  shares of the Company at an  exercise  price of $0.07 per
      share for a term of 5 years.  The Company  also agreed to issue  2,500,000
      common  shares  upon  execution  of the  first  agreement,  and a  further
      2,500,000 common shares upon completion of the first transaction.


12.   SUBSEQUENT EVENT

      The Company  granted  200,000  stock  options  exercisable  on the date of
      granting at $0.055 per share exercisable on or before December 1, 2009.






                                       13

<PAGE>



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

The following  discussion  of the financial  condition and results of operations
for the Company 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.  The Company had not  generated  any revenues  from  product  sales,
royalties or license fees. Due to the inability of the Company to obtain funding
and/or partners to pursue its pharmaceutical  projects, it decided to seek other
business  opportunities.  As of March 15,  2004,  the  Company  consummated  the
Arrangement  Agreement with Patch Energy Inc.  ("Patch") under which the Company
acquired Patch, a privately-held oil and gas company continued under the laws of
Canada, in a stock-for-stock transaction. As a result of the acquisition,  Patch
is a wholly owned  subsidiary of the Company.  In the  arrangement,  each issued
common share of Patch was exchanged for one common share of the Company. A total
of 18,232,625 shares were issued,  bringing the issued and outstanding shares of
the Company to 38,224,372 at that time.

The  acquisition  has been treated for accounting  purposes as an acquisition by
Patch of the net assets and liabilities of the Company.  Because Patch is deemed
to  be  the  purchaser  for  accounting  purposes,  the  consolidated  financial
statements are presented as a  continuation  of Patch and include the results of
operations of Patch since incorporation on February 11, 2002, and the results of
operations of the Company since the date of acquisition on March 15, 2004.

RESULTS OF OPERATIONS

THREE MONTHS ENDED NOVEMBER 30, 2004. The Company  generated  $21,063 in oil and
gas revenues for the three months ended November 30, 2004, a decrease of $11,161
or 34.6% from the  comparable  2003  period.  The  decrease was due to decreased
production  from its  Saskatchewan  properties.  While  oil and gas  production,
royalties  and other  expenses also  decreased  from $8,924 in 2003 to $6,909 in
2004, Patch's oil and gas operations were more profitable in 2003 than in 2004.

Expenses,  other than oil and gas  production  expenses,  were  $392,059 for the
quarter  ended  November  30,  2004,  as compared to non-oil and gas  production
expenses of $64,336 for the comparable  2003 period,  an increase of $327,723 or
509.4%.  The  increase  in  expenses  is due  primarily  to  higher  stock-based
compensation,   consulting,  investor  relations,  depletion,  depreciation  and
impairment,  professional  fees, general and  administrative,  and related party
administration  expenses.  With the  completion of the business  combination  in
March 2004,  Patch  essentially  became a public  company as of that time.  As a
public  company,  greater  expenses  for  items  such  as  consulting,  investor
relations,   general  and  administrative,   and  related  party  administration
functions have been incurred.

As a result  of the  significantly  increased  expenses  for the  quarter  ended
November 30, 2004, the net loss was $377,905,  an increase of $336,869  (820.9%)
over the loss for 2003 of $41,036.

SIX MONTHS ENDED NOVEMBER 30, 2004. The Company generated $43,786 in oil and gas
revenues  for the six months  ended  November  30, 2004, a decrease of $6,902 or
12.2%  from the  comparable  2003  period.  The  decrease  was due to  decreased
production  from its  Saskatchewan  properties.  While  oil and gas  production,
royalties and other  expenses also  decreased from $18,418 in 2003 to $17,276 in
2004, Patch's oil and gas operations were more profitable in 2003 than in 2004.

In addition,  the Company recorded $19,511 in gain on sale of trading securities
in 2003. No such gains were reported in 2004.

Expenses,  other than oil and gas production expenses, were $556,306 for the six
months  ended  November  30,  2004,  as compared  to non-oil and gas  production
expenses of $112,490 for the comparable 2003 period,


                                       14

<PAGE>

an increase of $443,816 or 394.5%.  The increase in expenses is due primarily to
higher stock-based  compensation,  consulting,  investor  relations,  depletion,
depreciation and impairment,  professional fees, general and administrative, and
related  party  administration  expenses.  With the  completion  of the business
combination in March 2004, Patch essentially  became a public company as of that
time.  As a public  company,  greater  expenses  for items  such as  consulting,
investor relations, general and administrative, and related party administration
functions have been incurred.

Also during the six months ended November 30, 2004, the Company recorded $21,000
on the loss from a write-off of a proposed acquisition.

As a result of the  significantly  increased  expenses  for the six months ended
November 30, 2004, the net loss was $529,796,  an increase of $468,277  (761.2%)
over the loss for 2003 of $61,519.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for the Company's operations has
been the private sale of its  securities and advances from related  parties,  as
revenues generated are not yet sufficient to cover operating expenses.

For the six months ended  November 30, 2004,  cash used in operating  activities
was  $93,812.  Financing  activities  provided  cash of $79,260,  consisting  of
proceeds from the sale of common stock, during this period. In addition, $11,570
was used in investing activities, primarily towards the proposed acquisition. In
comparison,  in 2003,  operating  activities  used cash of $39,034 and investing
activities used cash of $6,131.

At November  30,  2004,  the  Company had cash of $12,491 and a working  capital
deficit of  $438,202.  This  compares to cash of $38,613  and a working  capital
deficit of $288,736 at May 31,  2004.  The  decrease in working  capital was due
primarily  to the  decrease  in current  assets,  which were used for  operating
expenses during the six-month period.

The Company will be dependent  upon proceeds from the sale of securities  and/or
advances from related parties until its operations  generate revenues sufficient
to cover operating expenses. 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, 2004,  includes an explanatory  paragraph relating to the
uncertainty of the Company's ability to continue as a going concern. The Company
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's  strategy is to diversify  its oil and gas  operations.  While it
continues to pursue promising properties and opportunities in Canada, it is also
pursuing  opportunities in Ukraine,  Algeria, and Libya. The Company anticipates
that it will take a few years to develop such  opportunities.  Therefore it will
probably  pursue  the first of such  opportunities  to  develop  and not  pursue
opportunities in each country.

The Company  requires  cash to support its  operations  for at least the next 12
months. The Company 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.  The Company 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.

                                       15
<PAGE>


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, 2004, 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,  2004,  David  Stadnyk,  our  principal  executive  officer and
principal  financial officer,  made an evaluation of our disclosure controls and
procedures.   In  his  opinion,  the  disclosure  controls  and  procedures  are
effective.  There have been no changes in our internal  controls that materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.
















                                       16

<PAGE>


PART II - OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

             Not Applicable.

ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

             During the quarter  ended  November 30, 2004,  3,428,570  shares of
             common  stock were sold for  $240,250  pursuant to the  exercise of
             outstanding  stock options to 6 persons who were  consultants to or
             employees of the Company.

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


--------------------------------------------------------------------------------
                                                                      SEQUENTIAL
REGULATION                                                               PAGE
S-B NUMBER                        EXHIBIT                               NUMBER
--------------------------------------------------------------------------------
   2.1       Stock Exchange Agreement with Micronetics, Inc. (1)          N/A
--------------------------------------------------------------------------------
   2.2       Arrangement Agreement made among Praxis Pharmaceuticals      N/A
             Inc. and Patch Energy Inc. dated as of October 20, 2003
             (2)
--------------------------------------------------------------------------------
   2.3       Articles of Merger Merging Praxis Pharmaceuticals Inc.,      N/A
             a Utah Corporation, in to Patch International Inc., a
             Nevada Corporation (3)
--------------------------------------------------------------------------------
   3.1       Articles of Incorporation, as amended (4)                    N/A
--------------------------------------------------------------------------------
   3.2       Bylaws (4)                                                   N/A
--------------------------------------------------------------------------------
  10.1       1999 Stock Option Plan (1)                                   N/A
--------------------------------------------------------------------------------
  10.2       Termination of License and Research & Development            N/A
             Agreement dated February 28, 2001 between Praxis
             Pharmaceuticals Inc. and Fairchild International
             Corporation (5)
--------------------------------------------------------------------------------
  10.3       Amendment to Termination Agreement between Praxis            N/A
             Pharmaceuticals Inc. and Fairchild International Inc. (6)
--------------------------------------------------------------------------------


                                       17

<PAGE>

--------------------------------------------------------------------------------
                                                                      SEQUENTIAL
REGULATION                                                               PAGE
S-B NUMBER                        EXHIBIT                               NUMBER
--------------------------------------------------------------------------------
  10.4       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 (6)
--------------------------------------------------------------------------------
  10.5       Management services agreement with David Stadnyk dated       N/A
             December 1, 2002 (7)
--------------------------------------------------------------------------------
  10.6       Management services agreement with Winston Cabell dated      N/A
             December 1, 2002 (7)
--------------------------------------------------------------------------------
  10.7       Assignment of Invention with Clearcoll Pty Limited           N/A
             dated February 11, 2003 (7)
--------------------------------------------------------------------------------
  10.8       Letter agreement dated March 14, 2003 amending               N/A
             Terminations Agreement with Fairchild International
             Corporation (7)
--------------------------------------------------------------------------------
  10.9       Management services agreement between Patch Energy Inc.      N/A
             and David Stadnyk dated February 11, 2002 (4)
--------------------------------------------------------------------------------
  10.10      Letter agreement dated February 18, 2004 regarding           N/A
             Termination Agreement with Fairchild International
             Corporation (4)
--------------------------------------------------------------------------------
  10.11      2004 Stock Option Plan (8)                                   N/A
--------------------------------------------------------------------------------
    21       Subsidiaries of the registrant (1)                           N/A
--------------------------------------------------------------------------------
  31.1       Rule 13-14(a) Certification of Principal Executive            20
             and Financial Officer
--------------------------------------------------------------------------------
  32.1       Certification Pursuant to 18 U.S.C. Section 1350              21
             as 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 with the  registrant's
     current report on Form 8-K dated March 15, 2004.
(3)  Incorporated  by  reference  to the  exhibits  filed with the  registrant's
     current report on Form 8-K dated June 15, 2004.
(4)  Incorporated  by  reference  to the  exhibits  filed with the  registrant's
     annual report on Form 10-KSB for the fiscal year ended May 31, 2004.
(5)  Incorporated  by  reference  to the  exhibits  filed with the  registrant's
     current report on Form 8-K dated February 28, 2001.
(6)  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.
(7)  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.
(8)  Incorporated  by  reference  to the  exhibits  filed with the  registration
     statement on Form S-8, file no. 333-120277.



                                       18

<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.

                                       PATCH INTERNATIONAL INC.
                                       (Registrant)


Date: January 18, 2005                 By: /s/ David Stadnyk
                                          --------------------------------------
                                              David Stadnyk, President
                                              (Principal financial officer)



















                                       19