UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 For the quarterly period ended: August 31, 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:
            42,385,071 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                 AUGUST 31, 2004


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


<PAGE>


PATCH INTERNATIONAL INC.
August 31, 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>
--------------------------------------------------------------------------------------------------------------------------
                                                                                           August 31,             May 31,
                                                                                                 2004                2004
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                <C>
ASSETS

Current Assets
     Cash                                                                           $          1,774   $           38,613
     Accounts receivable                                                                      27,688               35,327
     Trading securities (Note 4)                                                              11,351               28,334
     Prepaid expenses and other                                                               72,952               71,330
--------------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                         113,765              173,604
Oil and gas interests (successful efforts method)  (Note 6)                                  123,270              130,440
Available-for-sale securities (Note 5)                                                     2,433,000            1,575,000
--------------------------------------------------------------------------------------------------------------------------

Total Assets                                                                        $      2,670,035   $        1,879,044
==========================================================================================================================

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable and accrued liabilities                                       $        167,359   $          211,952
     Due to related parties (Note 7)                                                         296,450              250,388
--------------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                                    463,809              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;
42,385,071 shares issued and outstanding (May 31, 2004 - 40,288,431 shares)                   42,385               40,288

Additional paid-in capital                                                                 2,258,424            2,062,733

Stock subscriptions receivable                                                              (114,375)                   -

Accumulated other comprehensive income (loss)  (Note 9)                                      810,000              (48,000)

Deficit                                                                                     (790,208)            (638,317)
--------------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                                 2,206,226            1,416,704
--------------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                                          $      2,670,035   $        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
                                                                                                August 31,
                                                                                      ------------------------------
                                                                                                           2003
                                                                                           2004
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>
Revenue
     Oil and gas                                                                       $    22,723      $   17,654
     Gain on sale of trading securities                                                          -          19,595
--------------------------------------------------------------------------------------------------------------------
                                                                                            22,723          37,249
--------------------------------------------------------------------------------------------------------------------

Expenses
     Consulting                                                                             22,125           4,482
     Depletion                                                                               7,551          11,524
     Investor relations                                                                     31,000               -
     General and administrative                                                             26,800           3,566
     Oil and gas production, royalties and other                                            10,367           9,494
     Professional fees                                                                      10,249           7,416
     Related party administration                                                           33,250          21,250
     Loss on write-off of proposed acquisition  (Note 10)                                   21,000               -
     Loss on sale of trading securities                                                     12,272               -
--------------------------------------------------------------------------------------------------------------------

                                                                                           174,614          57,732
--------------------------------------------------------------------------------------------------------------------

Net Loss for the Period                                                                $ (151,891)      $ (20,483)
====================================================================================================================


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

Weighted Average Number Of Common Shares Outstanding
     Basic                                                                              41,120,000      20,631,000
     Diluted                                                                            41,247,000      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>
                                                                                                    Three months ended
                                                                                                        August 31,
                                                                                            ----------------------------------
                                                                                                   2004              2003
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                 <C>
Cash Flows from Operating Activities
     Net loss for the period                                                                $    (151,891)      $    (20,483)
     Add back non-cash items:
         Depletion                                                                                  7,551              1,524
         Loss (gain) on sale of trading securities                                                 12,272            (19,595)
         Write-off of proposed acquisition                                                         21,000                  -

     Change in non-cash operating assets and liabilities:
         Decrease in accounts receivable                                                            7,639                894
         (Increase) in prepaid expenses and other                                                  (1,622)           (39,687)
         Increase in accounts payable and accrued liabilities                                       7,570             20,849
         Increase in due to related parties                                                        46,063             28,718
------------------------------------------------------------------------------------------------------------------------------

Net cash (used in) operating activities                                                           (51,418)           (17,780)
------------------------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
     Cash paid for proposed acquisition                                                           (21,000)                 -
     Oil and gas interests                                                                           (381)           (25,262)
     Acquisition of trading securities                                                             (1,655)                 -
     Proceeds on sale of trading securities                                                         6,365              8,495
------------------------------------------------------------------------------------------------------------------------------

Net cash (used in) investing activities                                                           (16,671)           (16,767)
------------------------------------------------------------------------------------------------------------------------------


Cash Flows from Financing Activities
     Common stock issued for cash                                                                  31,250                  -
------------------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                                                          31,250                  -
------------------------------------------------------------------------------------------------------------------------------

Change in cash for the period                                                                     (36,839)           (34,547)

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

Cash, end of period                                                                         $       1,774       $      3,006
==============================================================================================================================

NON-CASH FINANCING ITEMS
      Common stock issued for debt                                                          $      52,164       $          -

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
                                 AUGUST 31, 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 three-month  period ended August 31, 2004 are
     not  necessarily  indicative of results that may be expected for the fiscal
     year ending May 31, 2005.

     As of August 31, 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 $151,891 and $20,483 for the
     three-month  periods ended August 31, 2004 and 2003,  respectively  and has
     accumulated  losses of  $790,208  since  inception.  At August 31, 2004 the
     Company  had a working  capital  deficiency  of  $350,044  (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  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.


                                       6
<PAGE>

PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2004
(Stated in U.S. Dollars)
(Unaudited)

2.   RECENT PRONOUNCEMENTS (CONTINUED)

     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.

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".

     - the existence of a large minority voting interest in the combined entity;
     - control of the board of the combined entity; and
     - 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 three-month  period ended August 31,
     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.

                                       7
<PAGE>

PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2004
(Stated in U.S. Dollars)
(Unaudited)


3.   ACQUISITION OF SUBSIDIARY (CONTINUED)

     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>
                                                                                 August 31,         May 31,
                                                                                       2004            2004
                                                                               -----------------------------
<S>                                                                            <C>               <C>
     Trading Securities, 709,450 common shares (market value $11,351)
     (May 31, 2004 - 944,450 common shares (market value $28,334))             $      11,351     $   28,334
                                                                               ==============================
</TABLE>

     During the three month  period  ended  August 31,  2004,  the Company  sold
     300,000 common shares of Fairchild for proceeds of $6,365. The Company also
     purchased  an  additional  65,000  common  shares of Fairchild at a cost of
     $1,665.

5.   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 August 31, 2004, the discounted market value is recorded at
     $2,433,000,  net of tax of  $651,000,  resulting in an  unrealized  gain of
     $810,000,  which is  recorded  as other  comprehensive  income,  a separate
     component of shareholders' equity.

                                            August 31,           May 31,
                                                  2004              2004
                                         ---------------------------------

     11,200,000 ordinary shares            $ 2,433,000       $ 1,575,000
                                         =================================

<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2004
(Stated in U.S. Dollars)
(Unaudited)

6.   OIL AND GAS INTERESTS

<TABLE>
<CAPTION>
                                                                                   August 31,        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                                                                        2,816           2,816
-----------------------------------------------------------------------------------------------------------------
                                                                                      203,307         202,926
   Accumulated depletion                                                              (80,037)        (72,486)
-----------------------------------------------------------------------------------------------------------------

   Balance, end of period                                                         $   123,270      $  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.

     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).

     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.

                                       9
<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2004
(Stated in U.S. Dollars)
(Unaudited)


6.   OIL AND GAS PROPERTIES (CONTINUED)

     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
     government.


7.   DUE TO RELATED PARTIES

     a)   The Company  shares office  facilities  and has common  management and
          directorships  with a number of public and private  corporate  related
          parties.  The Company is charged for office rentals and administrative
          services on a proportional  cost basis.  Management  believes that the
          methods  of cost  allocations  and  resultant  costs  are  reasonable.
          Related  parties  include  directors and officers and  companies  with
          common  management  and  directorships.  Related  party  accounts  are
          unsecured with no fixed terms of interest or repayment.  At August 31,
          2004,  amounts owing of $296,450 (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  three-month  period  ended  August 31,
          2004,  $21,250 in related  party  administration  fees were charged to
          operations (2003 - $21,250).

     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,   $12,000  in  related  party
          administration  fees was charge to operations  during the  three-month
          period ended August 31, 2004 (2003 - $NIL).


8.   COMMON STOCK

     Share  purchase  warrants are  outstanding  to purchase  895,625  shares of
     common stock at a price of $0.12 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.

                                       10


<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2004
(Stated in U.S. Dollars)
(Unaudited)

8.   COMMON STOCK (CONTINUED)

     During the  three-month  period ended August 31, 2004,  the Company  issued
     521,640 shares of common stock at $0.10 per share in extinguishment of debt
     totaling $52,164.

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


<TABLE>
<CAPTION>
                                            August 31, 2004                  May 31, 2004
                                   --------------------------------------------------------------
                                                      Weighted                         Weighted
                                           Number      Average         Number           Average
                                               of     Exercise             of          Exercise
                                          Options        Price        Options             Price
                                   --------------------------------------------------------------
<S>                                    <C>             <C>          <C>                 <C>
    Balance, beginning of               4,405,000      $  0.12       1,530,000          $  0.10
    period
    Issued                                      -            -       4,500,000             0.12
    Cancelled/Forfeited                         -            -               -                -
    Exercised                          (1,575,000)        0.09      (1,625,000)            0.11
                                   --------------------------------------------------------------

    Balance, end of period              2,830,000      $  0.13      4,405,000           $  0.12
                                   ==============================================================
</TABLE>

     As at August 31, 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>
     $    0.06 - 0.10      1,030,000               1.86           $ 0.09            1,030,000             $ 0.09
          0.11 - 0.15        700,000               0.17             0.14              700,000               0.14
          0.16 - 0.20      1,100,000               2.54             0.17            1,100,000               0.17
                       --------------------------------------------------    ------------------------------------

                           2,830,000               1.70           $ 0.13            2,830,000             $ 0.13
                       ==================================================    ====================================
</TABLE>

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


                                       11


<PAGE>


PATCH INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2004
(Stated in U.S. Dollars)
(Unaudited)


8.   COMMON STOCK (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                                  August 31,       August 31,
                                                                                        2004             2003
<S>                                                                             <C>               <C>
      Net Loss - as reported                                                    $   (151,891)     $   (20,483)
        Add: Stock-based compensation expense included in net loss - as
        reported                                                                           -                -
        Deduct: Stock-based compensation expense determined under fair value
        method                                                                             -                -
                                                                             ------------------------------------
      Net Loss - Pro-Forma                                                      $   (151,891)     $   (20,483)
                                                                             ====================================

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


9.   ACCUMULATED OTHER COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
                                                                   August 31,       August 31,
                                                                         2004             2003
<S>                                                               <C>              <C>
      Net Loss for the period                                     $  (151,891)     $   (20,483)

      Unrealized holding gain arising during the period               810,000                -
                                                              ------------------------------------
      Comprehensive income (loss) for the period                  $   658,109      $   (20,483)
                                                              ====================================
</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 the bio-fuels
     such as ethanol from its organic agricultural  produces.  Its current major
     operational  activities are in the Ukraine.  During the three-month  period
     ended August 31, 2004, the Company advanced $21,000 towards the cost of the
     proposed  acquisition,  but subsequently the Company decided not to proceed
     with the  acquisition.  Accordingly,  the Company  wrote off these costs to
     operations during the current period.



                                      12

<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

The Company generated $22,723 in oil and gas revenues for the three months ended
August 31, 2004, an increase of $5,069 or 28.7% over the comparable 2003 period.
The increase was due to increased  production from its Saskatchewan  properties.
While oil and gas  production,  royalties and other expenses also increased from
$9,494 in 2003 to $10,367 in 2004,  Patch's oil and gas operations were slightly
more profitable in 2004 than in 2003.

The  Company  generated  a loss on the sale of  common  shares of  Fairchild  of
$12,272  during the  quarter  ended  August 31,  2004,  as compared to a gain of
$19,595 during the quarter ended August 31, 2003.

Expenses,  other than oil and gas  production  expenses,  were  $164,247 for the
quarter  ended  August 31,  2004,  as  compared  to non-oil  and gas  production
expenses of $48,238 for the comparable  2003 period,  an increase of $116,009 or
240.5%.  The increase in expenses is due to the acquisition  transaction,  which
essentially  made  Patch a public  company  after  March 15,  2004.  As a public
company,  greater  expenses for items such as  consulting,  investor  relations,
general and administrative, and related party administration functions have been
incurred.

In  addition  to ongoing  increased  expenses,  the  Company  incurred a loss of
$21,000 due to a  write-off  of  advances  made  towards the costs of a proposed
acquisition, which was subsequently abandoned.

As a result of the significantly increased expenses for the quarter ended August
31, 2004, the net loss was $151,891,  an increase of $131,408  (641.5%) over the
loss for 2003 of $20,483.

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.


                                       13
<PAGE>


For the three months ended  August 31, 2004,  cash used in operating  activities
was  $51,418.  Financing  activities  provided  cash of $31,250,  consisting  of
proceeds from the sale of common stock, during this period. In addition, $16,671
was used in investing activities, primarily towards the proposed acquisition. In
comparison,  in 2003,  operating  activities  used cash of $17,780 and investing
activities used cash of $16,767.

At August 31, 2004, the Company had cash of $1,774 and a working capital deficit
of $350,044.  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 three-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  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.

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 August 31, 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.




                                       14

<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 August 31, 2004,  the Company  issued  521,640
         shares of common  stock at $0.10  per share in  extinguishment  of debt
         totaling  $52,164 to one individual who is employed by Patch,  pursuant
         to the  exemption  from  registration  contained in Section 4(2) of the
         Securities Act of 1933.

         In  addition,  1,575,000  shares of common  stock were sold for $31,250
         pursuant to the exercise of outstanding  stock options to 5 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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
REGULATION                                                                                        SEQUENTIAL
S-B NUMBER                                         EXHIBIT                                       PAGE NUMBER
------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                                  <C>
   2.1          Stock Exchange Agreement with Micronetics, Inc. (1)<F1>                              N/A
------------------------------------------------------------------------------------------------------------------
   2.2          Arrangement Agreement made among Praxis Pharmaceuticals Inc. and Patch               N/A
                Energy Inc. dated as of October 20, 2003 (2)<F2>
------------------------------------------------------------------------------------------------------------------
   2.3          Articles of Merger Merging Praxis Pharmaceuticals Inc., a Utah Corporation,          N/A
                in to Patch International Inc., a Nevada Corporation (3)<F3>
------------------------------------------------------------------------------------------------------------------
   3.1          Articles of Incorporation, as amended (4)<F4>                                        N/A
------------------------------------------------------------------------------------------------------------------
   3.2          Bylaws (4)<F4>                                                                       N/A
------------------------------------------------------------------------------------------------------------------
  10.1          1999 Stock Option Plan (1)<F1>                                                       N/A
------------------------------------------------------------------------------------------------------------------
  10.2          Termination of License and Research & Development Agreement dated February           N/A
                28, 2001 between Praxis Pharmaceuticals Inc. and Fairchild International
                Corporation (5)<F5>
------------------------------------------------------------------------------------------------------------------
  10.3          Amendment to Termination Agreement between Praxis Pharmaceuticals Inc. and           N/A
                Fairchild International Inc. (6)<F6>
------------------------------------------------------------------------------------------------------------------


                                       15
<PAGE>

<CAPTION>
------------------------------------------------------------------------------------------------------------------
REGULATION                                                                                        SEQUENTIAL
S-B NUMBER                                         EXHIBIT                                       PAGE NUMBER
------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                                  <C>
  10.4          Shareholders Agreement dated August 23, 2002 among Praxis Pharmaceuticals            N/A
                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)<F6>
------------------------------------------------------------------------------------------------------------------
  10.5          Management services agreement with David Stadnyk dated December 1, 2002 (7)<F7>      N/A
------------------------------------------------------------------------------------------------------------------
  10.6          Management services agreement with Winston Cabell dated December 1, 2002 (7)<F7>     N/A
------------------------------------------------------------------------------------------------------------------
  10.7          Assignment of Invention with Clearcoll Pty Limited dated February 11, 2003           N/A
                (7)<F7>
------------------------------------------------------------------------------------------------------------------
  10.8          Letter agreement dated March 14, 2003 amending Terminations Agreement with           N/A
                Fairchild International Corporation (7)<F7>
------------------------------------------------------------------------------------------------------------------
  10.9          Management services agreement between Patch Energy Inc. and David Stadnyk            N/A
                dated February 11, 2002 (4)<F4>
------------------------------------------------------------------------------------------------------------------
  10.10         Letter agreement dated February 18, 2004 regarding Termination Agreement             N/A
                with Fairchild International Corporation (4)<F4>
------------------------------------------------------------------------------------------------------------------
   21           Subsidiaries of the registrant (1)<F1>                                               N/A
------------------------------------------------------------------------------------------------------------------
  31.1          Rule 13-14(a) Certification of Principal Executive and Financial Officer              18
------------------------------------------------------------------------------------------------------------------
  32.1          Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to               19
                Section 906 of the Sarbanes-Oxley Act of 2002
------------------------------------------------------------------------------------------------------------------
<FN>
(1)<F1>  Incorporated  by reference to the exhibits filed with the  Registration
         Statement on Form 10-SB, file no. 0-28627.
(2)<F2>  Incorporated  by reference to the exhibits filed with the  registrant's
         current report on Form 8-K dated March 15, 2004.
(3)<F3>  Incorporated  by reference to the exhibits filed with the  registrant's
         current report on Form 8-K dated June 15, 2004.
(4)<F4>  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)<F5>  Incorporated  by reference to the exhibits filed with the  registrant's
         current report on Form 8-K dated February 28, 2001.
(6)<F6>  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)<F7>  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.
</FN>
</TABLE>



                                       16

<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: October 20, 2004                     By: /s/ DAVID STADNYK
                                              ----------------------------------
                                                 David Stadnyk, President
                                                 (Principal financial officer)




















                                       17