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, 2002

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


                         Commission file number 0-28627


                           PRAXIS PHARMACEUTICALS INC.
        (Exact name of small business issuer as specified in its charter)


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


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


                                 (604) 688-6050
                           (Issuer's telephone number)


                                 NOT APPLICABLE
      (Former name, former address and former fiscal year, if changed since
                                  last report)


    State the number of shares outstanding of each of the issuer's classes of
                common equity, as of the latest practicable date:

            13,362,069 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                 AUGUST 31, 2002


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


<PAGE>










                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                 AUGUST 31, 2002

                           (EXPRESSED IN U.S. DOLLARS)





                                    UNAUDITED









                                       2
<PAGE>

STEELE & CO.*
CHARTERED ACCOUNTANTS
*Representing incorporated professionals


                        SUITE 808           TELEPHONE:  (604) 687-8808
         808 WEST HASTINGS STREET           TELEFAX:  (604) 687-2702
 VANCOUVER, B.C., CANADA  VC6 1C8           EMAIL:  email@steele-co.ca





                         INDEPENDENT ACCOUNTANTS' REPORT


TO THE BOARD OF DIRECTORS OF
PRAXIS PHARMACEUTICALS, INC.
(a development stage company)



We  have  reviewed  the  accompanying   consolidated  balance  sheet  of  Praxis
Pharmaceuticals,  Inc. (a  development  stage company) as of August 31, 2002 and
the related interim  consolidated  statements of operations and deficit and cash
flow for the three  months  ended  August 31,  2002 and 2001 and  cumulative  to
August 31, 2002. These consolidated  financial statements are the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying interim  consolidated  financial statements in order
for them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the consolidated balance sheet of Praxis Pharmaceuticals,  Inc. as of
May 31, 2002 and the related  consolidated  statements of operations and deficit
and cash flow for the year then ended (not presented herein);  and in our report
dated August 27, 2002, we expressed an  unqualified  opinion on those  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
consolidated  balance sheet as of May 31, 2002 is fairly stated, in all material
respects,  in  relation  to the  financial  statements  from  which  it has been
derived.



                                                           /s/ Steele & Co.

Vancouver, Canada                                          "STEELE & CO."
October 11, 2002                                           CHARTERED ACCOUNTANTS

                                       3
<PAGE>

                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS

                           (EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                                       AUGUST 31,            MAY 31,
                                                                          2002                2002
                                                                          ----                ----
<S>                                                               <C>                  <C>
ASSETS

CURRENT
  CASH (NOTE 3)                                                   $         22,128     $         46,655
  OTHER RECEIVABLE                                                           2,105                7,063
                                                                  -----------------    -----------------
                                                                            24,233               53,718
INVESTMENTS                                                                      2                    2
                                                                  -----------------    -----------------
                                                                  $         24,235     $         53,720
                                                                  =================    =================
LIABILITIES

CURRENT
  ACCOUNTS PAYABLE                                                $        107,205     $        110,286
  OWING TO RELATED PARTIES                                                  13,159                2,974
                                                                  -----------------    -----------------
                                                                           120,364              113,260
                                                                  -----------------    -----------------
STOCKHOLDERS' EQUITY

SHARE CAPITAL (NOTE 2)

AUTHORIZED
  50,000,000 COMMON SHARES WITH A PAR VALUE
             OF $.001 PER SHARE
  10,000,000 PREFERRED SHARES WITH A PAR
             VALUE OF $.001 PER SHARE
ISSUED AND PAID IN CAPITAL                                               1,212,057            1,212,057
  13,362,069 COMMON SHARES
  (13,362,069 COMMON SHARES - MAY 2002)
SHARE SUBSCRIPTIONS                                                         50,000               25,000
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                        (1,358,186)          (1,296,597)
                                                                  -----------------    -----------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                    (96,129)             (59,540)
                                                                  -----------------    -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $         24,235     $         53,720
                                                                  =================    =================

</TABLE>

APPROVED BY THE DIRECTORS

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

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

                                    UNAUDITED

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
                              FINANCIAL STATEMENTS

                                       4
<PAGE>


                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

            INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

                           (EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                          CUMULATIVE
                                                              TO                       THREE MONTHS ENDED
                                                           AUGUST 31                        AUGUST 31
                                                             2002                    2002              2001
                                                             ----                    ----              ----
<S>                                                  <C>                      <C>                 <C>
PROJECT EXPENSES

   RESEARCH AGREEMENT AMENDMENT                      $         45,000         $            -      $          -
   RESEARCH ADVANCES                                          255,883                      -                 -
   PATENT COSTS                                                 9,668                    958                 -
   RELATED PARTY CONSULTING FEES                              161,009                 25,000            31,122
   ROYALTIES                                                   16,934                      -                 -
   RECOVERED COSTS
     CASH                                                    (135,594)                     -                 -
     INVESTMENT CONSIDERATION                                 (26,000)                     -                 -
                                                     -----------------        ---------------     -------------
                                                              326,900                 25,958            31,122
                                                     -----------------        ---------------     -------------
ADMINISTRATION

   BANK CHARGES AND EXCHANGE                                   19,438                  1,759            (3,488)
   CONSULTING                                                 257,858                      -            26,149
   FINDERS FEES                                                 7,500                      -                 -
   INTEREST ON CONVERTIBLE DEBENTURES                          16,667                      -                 -
   OFFICE AND SECRETARIAL                                      45,779                  2,546             3,574
   PROFESSIONAL FEES                                          176,878                 15,286             4,434
   PROMOTION AND TRAVEL                                       311,635                  5,040               460
   RELATED PARTY ADMINISTRATION CHARGES                       137,117                 11,000            10,000
   GAIN ON SALE OF INVESTMENTS                                (93,734)                     -           (51,091)
                                                     -----------------        ---------------     -------------
                                                              879,138                 35,631            (9,962)
                                                     -----------------        ---------------     -------------
LOSS FROM OPERATIONS                                        1,206,038                 61,589            21,160
EQUITY SHARE IN LOSS OF INVESTEES                              26,998                      -                 -
                                                     -----------------        ---------------     -------------
NET LOSS FOR THE PERIOD                                     1,233,036                 61,589            21,160
DEFICIT BEGINNING OF THE PERIOD                                     -              1,296,597         1,143,774
REORGANIZATION COSTS                                          125,000                      -                 -
LOSS ON SALE OF TREASURY SHARES                                   150                      -                 -
                                                     -----------------        ---------------     -------------
DEFICIT END OF THE PERIOD                            $      1,358,186         $    1,358,186      $  1,164,934
                                                     =================        ===============     =============

BASIC LOSS PER SHARE                                                          $          .01      $        .01
                                                                              ===============     =============

WEIGHTED AVERAGE NUMBER OF                                                        13,362,069        13,028,735
   OUTSTANDING COMMON SHARES                                                  ===============     =============

</TABLE>



                                    UNAUDITED

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
                              FINANCIAL STATEMENTS

                                       5
<PAGE>
                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

                           (EXPRESSED IN U.S. DOLLARS)


<TABLE>
<CAPTION>
                                                                    CUMULATIVE
                                                                        TO                  THREE MONTHS ENDED
                                                                     AUGUST 31                  AUGUST 31
                                                                       2002             2002                  2001
                                                                       ----             ----                  ----
<S>                                                            <C>                 <C>                 <C>
CASH PROVIDED (USED) BY

OPERATING ACTIVITIES

  NET LOSS FOR THE PERIOD                                      $    (1,233,036)    $      (61,589)     $     (21,160)
  NON-CASH ITEMS
    GAIN ON SALE OF INVESTMENTS                                        (93,734)                 -            (51,091)
    INVESTMENT CONSIDERATION FOR
    RECOVERED COSTS                                                    (26,000)                 -                  -
    ISSUE OF SHARES FOR
      SERVICES                                                         287,208             25,000             25,000
      RESEARCH AGREEMENT                                                45,000                  -                  -
    INTEREST ON CONVERTIBLE DEBENTURES                                  16,667                  -                  -
    EQUITY SHARE IN LOSS OF INVESTEES                                   26,998                  -                  -
  CHANGE IN NON-CASH OPERATING ITEMS
    OTHER RECEIVABLE                                                    (2,105)             4,958            (40,455)
    ACCOUNTS PAYABLE                                                   107,205             (3,081)            (9,004)
                                                               -----------------   ---------------     --------------

                                                                      (871,797)           (34,712)           (96,710)
                                                               -----------------   ---------------     --------------

INVESTING ACTIVITIES

  INVESTMENT IN EQUITY AFFILIATE                                        (1,000)                 -                  -
  PROCEEDS ON SALE OF INVESTMENTS                                       93,584                  -             51,091
                                                               -----------------   ---------------     --------------

                                                                        92,584                  -             51,091
                                                               -----------------   ---------------     --------------

FINANCING ACTIVITIES

  OWING TO RELATED PARTIES                                              13,159             10,185             (8,884)
  SHARE CAPITAL ISSUED
    FOR CASH                                                           832,642                  -             50,000
    FOR CONVERSION OF DEBENTURES                                        50,000                  -                  -
  REORGANIZATION COSTS                                                 (94,460)                 -                  -
                                                               -----------------   ---------------     --------------

                                                                       801,341             10,185             41,116
                                                               -----------------   ---------------     --------------

CHANGE IN CASH FOR THE PERIOD                                           22,128            (24,527)            (4,503)
CASH BEGINNING OF THE PERIOD                                                 -             46,655            100,779
                                                               -----------------   ---------------     --------------

CASH END OF THE PERIOD                                         $        22,128     $       22,128      $      96,276
                                                               =================   ===============     ==============
</TABLE>


                                    UNAUDITED

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
                              FINANCIAL STATEMENTS

                                       6
<PAGE>


                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 AUGUST 31, 2002




1.   BASIS OF PRESENTATION

     The interim consolidated  financial  statements of Praxis  Pharmaceuticals,
     Inc.   (Praxis)  include  the  accounts  of  Praxis  and  its  wholly-owned
     subsidiary, Praxis Pharmaceuticals (International) Pty. Limited., a private
     company  registered  in Australia.  These  financial  statements  have been
     prepared  under  generally  accepted  accounting  principles  applicable to
     interim  financial   statements  and  therefore  do  not  include  all  the
     disclosures required for annual financial  statements.  Accordingly,  these
     interim  consolidated  financial  statements  should be read in conjunction
     with the audited  annual  consolidated  financial  statements  for the year
     ended May 31, 2002 and included with Praxis' annual report Form 10-KSB.  In
     the  opinion  of  management,   these  financial   statements  contain  all
     adjustments necessary to present fairly the financial position,  results of
     operations and cash flow for the three-month  periods ended August 31, 2002
     and 2001.  Interim results of operations are not necessarily  indicative of
     the results of operations for the full year.

2.   SHARE CAPITAL

     a.  Authorized

            50,000,000 Common shares with a par value of $.001 per share
            10,000,000 Preferred shares with a par value of $.001 per share

     b.  Issued and Paid In Capital                  SHARES        CONSIDERATION
                                                     ------        -------------

         Balance at May 31 and August 31, 2002     13,362,069      $   1,212,057
                                                   ==========      =============
     c.  Incentive Stock Options and Warrants

         The exercise  price of stock options is not less than the quoted market
         value of the shares on the date the options  were  granted or repriced.
         Accordingly,  no stock option  compensation  has been recognized in the
         financial statements.

         OUTSTANDING      ISSUED       OUTSTANDING
         MAY 31, 2002    (LAPSED)    AUGUST 31, 2002    TERMS
         ------------    --------    ---------------    -----


          1,332,220    (1,332,220)                -     $.15 to January 9, 2006
                                                        (cancelled)
            300,000             -           300,000     $.10 to May 24, 2006
            750,000             -           750,000     $.14 to November 1, 2004
            200,000             -           200,000     $.08 to April 2, 2005
                  -     1,550,000         1,550,000     $.035 to August 16, 2005
         ----------    ----------        ----------

          2,582,220       217,780         2,800,000
         ==========    ==========        ==========


                                    UNAUDITED

                                       7

<PAGE>


                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 AUGUST 31, 2002



2.   SHARE CAPITAL (CONTINUED)

     d.  Share Subscriptions and Private Placements

         Research  and development services of $50,000 provided by two directors
         will be paid by  the issuance of common shares valued at their publicly
         traded price.

         The director's  have  approved  a  private placement of up to 2,000,000
         common shares at $0.032/share.

3.   SEGMENTED INFORMATION

     a.  Cash

         The Company maintains its cash balance in U.S., Canadian and Australian
         currencies.  At  the period end, the U.S. dollar  equivalents  were  as
         follows:

                                               AUGUST 31,           MAY 31,
                                                 2002                2002
                                                 ----                ----

         Canadian dollars                     $        -          $        -
         U.S. dollars                              1,231                  12
         Australian dollars                       20,897              46,643
                                              -----------         -----------

                                              $   22,128          $   46,655
                                              ===========         ===========

         b. Geographic Segments

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






                                   UNAUDITED

                                       8

<PAGE>


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

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

GENERAL

The   Company's   business  is  the   development   and   commercialization   of
non-prescription   therapeutics   and   nutraceuticals   designed   to   prevent
inflammation  and their  sequelae,  and the  development  of cosmetics  for skin
conditions.  To date,  Praxis has not generated any revenues from product sales,
royalties or license fees.  Praxis plans to develop  novel drugs and  cosmetics,
and to  commercialize  these  products  through the  formation of  partnerships,
strategic  alliances and license  agreements  with  pharmaceutical  and cosmetic
companies.

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

Praxis' near-term goals are to raise the funds necessary for working capital and
to develop  strategic  alliances with  established  pharmaceutical  companies in
order to conduct clinical trials and to market approved therapeutics.

RESULTS OF OPERATIONS

The Company  continues  to incur  losses from  operations.  The net loss for the
three months ended August 31, 2002 was $61,589 as compared to $21,160 during the
comparable  three-month period in 2001. During 2001, the Company realized a gain
of $51,091 from the sale of Fairchild  International stock, thereby reducing its
net loss for the three months ended August 31, 2001.  Without  giving  effect to
this gain,  administration  expenses  were  $41,129 for the three  months  ended
August 13, 2001.  This  compares to $35,631 for the  comparable  period in 2002.
During 2002,  non-related  party  consulting  fees  decreased by $26,149,  while
professional fees increased by $10,852, as compared to 2001.

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,358,186 at August 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its  securities.  Through  August 31, 2002,  the Company has
sold stock for cash of $832,642.  The sale of Fairchild shares has provided cash
of $93,584.

At August 31, 2002, the Company's  working capital was a deficit of $96,131,  as
compared  to a deficit of  $59,542  at May 31,  2002.  The  decrease  in working
capital was due primarily to the decrease in cash used for operations.

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

                                       9
<PAGE>


The report of the Company's independent auditors on the financial statements for
the year ended May 31, 2002,  includes an explanatory  paragraph relating to the
uncertainty of the Company's ability to continue as a going concern.  Praxis has
suffered losses from operations,  requires  additional  financing,  and needs to
continue  the  development  of its  products.  Ultimately  the Company  needs to
generate revenues and successfully attain profitable  operations.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  There  can  be no  assurance  that  it  will  be  able  to  develop  a
commercially  viable  product.  Even  if the  Company  were  able to  develop  a
commercially  viable  product,  there is no  assurance  that it would be able to
attain profitable operations.

PLAN OF OPERATION

The Company  requires  cash to support its  operations  for at least the next 12
months.  The sale of Fairchild common stock may provide  additional  proceeds to
fund operational  costs.  Praxis does not anticipate any change in the number of
employees or the acquisition of plant or equipment in the next 12 months.  It is
the intention of  management  to seek an alliance  with a larger  pharmaceutical
company  to provide  continued  support  for the  development  of the  Company's
technology targeted at wrinkles.

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, 2002, 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) government regulations particularly those related to the
pharmaceutical industry; (5) required accounting changes; (6) disputes or claims
regarding the Company's  intellectual property interests;  and (7) other factors
over which the Company has little or no control.


ITEM 3.  CONTROLS AND PROCEDURES

The Company has  recently  evaluated  its internal  controls.  As of October 21,
2002, there were no significant corrective actions taken by the Company or other
changes  made to these  internal  controls.  Management  of the Company does not
believe  there were  changes in other  factors that could  significantly  affect
these controls subsequent to the date of the evaluation.





                                       10
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            Not Applicable.

ITEM 2.     CHANGES IN SECURITIES

            Not Applicable.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            Not Applicable.

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

            Not Applicable.

ITEM 5.     OTHER INFORMATION

            Not Applicable.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            A)       EXHIBITS

--------------------------------------------------------------------------------
REGULATION                                                            SEQUENTIAL
S-B NUMBER                       EXHIBIT                             PAGE NUMBER
--------------------------------------------------------------------------------
   2.1        Stock Exchange Agreement with Micronetics, Inc. (1)         N/A
--------------------------------------------------------------------------------
   3.1        Articles of Incorporation, as amended and restated (1)      N/A
--------------------------------------------------------------------------------
   3.2        Bylaws (1)                                                  N/A
--------------------------------------------------------------------------------
  10.1        Exclusive Licence Agreement dated October 14, 1999          N/A
              between Anutech Pty Ltd. and Praxis Pharmaceuticals
              Australia Pty Ltd. (1)
--------------------------------------------------------------------------------
  10.2        Licence Agreement dated October 14, 1999 between            N/A
              Anutech Pty Ltd. and Praxis Pharmaceuticals Inc (1)
--------------------------------------------------------------------------------
  10.3        Shareholders Agreement dated as of October 15, 1999,        N/A
              between Praxis Pharmaceuticals Australia Pty Ltd.,
              Praxis Pharmaceuticals Inc., Perpetual Trustees
              Nominees Limited, and Rothschild Bioscience Managers
              Limited (1)
--------------------------------------------------------------------------------
  10.4        1999 Stock Option Plan (1)                                  N/A
--------------------------------------------------------------------------------
  10.5        Termination of License and Research & Development           N/A
              Agreement dated February 28, 2001 between Praxis
              Pharmaceuticals Inc. and Fairchild International
              Inc. (2)
--------------------------------------------------------------------------------
  10.6        Agreement dated June 6, 2001 between Clearcoll Pty          N/A
              Ltd and Praxis Pharmaceuticals International Pty
              Ltd (3)
--------------------------------------------------------------------------------
  10.7        Amendment to Termination Agreement between Praxis           N/A
              Pharmaceuticals Inc. and Fairchild International
              Inc. (4)
--------------------------------------------------------------------------------

                                       11

<PAGE>
--------------------------------------------------------------------------------
REGULATION                                                            SEQUENTIAL
S-B NUMBER                       EXHIBIT                             PAGE NUMBER
--------------------------------------------------------------------------------
  10.8        Shareholders Agreement dated August 23, 2002 among          N/A
              Praxis Pharmaceuticals Inc., Perpetual Trustees
              Nominees Limited, Rothschild Bioscience Managers
              Limited, CM Capital Investments Pty Ltd, CIBC Australia
              VC Fund LLC, Mooroolbark Technology Pty Ltd, The
              Australian National University and Pharmaxis Pty Ltd,
              Dr. William Cowden and Dr. Brett Cowden (4)
--------------------------------------------------------------------------------
   21         Subsidiaries of the registrant (1)                          N/A
--------------------------------------------------------------------------------
   99         Certification Pursuant to 18 U.S.C. Section 1350 as          13
              Adopted Pursuant to Section 906 of the Sarbanes-Oxley
              Act of 2002
--------------------------------------------------------------------------------

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

     B)    REPORTS ON FORM 8-K:

           None.


                                   SIGNATURES

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

                                              PRAXIS PHARMACEUTICALS INC.
                                              (Registrant)


Date:  October 21, 2002                       By:  /s/ David Stadnyk
                                                 -------------------------------
                                                  David Stadnyk, President
                                                  (Principal financial officer)


                                       12
<PAGE>


                                  CERTIFICATION

I, David Stadnyk, certify that:

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

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

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

4.       The  registrant's  other  certifying officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed  such  disclosure  controls  and procedures to ensure
                  that  material  information   relating  to   the   registrant,
                  including  its  consolidated subsidiaries, is made known to us
                  by  others  within  those  entities,  particularly  during the
                  period in which this quarterly report is being prepared;

         b)       evaluated  the  effectiveness  of  the registrant's disclosure
                  controls  and  procedures as of a date within 90 days prior to
                  the  filing  date  of  this  quarterly report (the "Evaluation
                  Date"); and

         c)       presented  in this quarterly report our conclusions  about the
                  effectiveness  of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The  registrant's other certifying officers and I have disclosed, based
         on our  most  recent  evaluation,  to the registrant's auditors and the
         audit  committee  of  registrant's  board  of  directors  (or   persons
         performing the equivalent functions):

         a)       all  significant  deficiencies  in  the design or operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's  ability to record, process, summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  there  were significant changes in internal
         controls or  in  other factors that could significantly affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with   regard  to  significant
         deficiencies and material weaknesses.

Date:    October 21, 2002

                                            /s/ David Stadnyk
                                        ----------------------------------------
                                        David Stadnyk, Principal Executive and
                                        Financial Officer

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<PAGE>


                                   EXHIBIT 99

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

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

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

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


/s/ David Stadnyk
------------------------------------------
David Stadnyk
Chief Executive Officer and
Chief Financial Officer
























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