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: February 28, 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) 899-5303
                           (Issuer's telephone number)


       100 - 856 HOMER STREET, VANCOUVER, BRITISH COLUMBIA V6B 2W5 CANADA
              (Former name, former address and former fiscal year,
                          if changed since last report)


Statethe number of shares  outstanding of each of the issuer's classes of common
                    equity, as of the last practicable date:
              13,362,069 SHARES OF COMMON STOCK, $.001 PAR VALUE,
                            AS OF FEBRUARY 28, 2002

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










                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 28, 2002

                           (EXPRESSED IN U.S. DOLLARS)





                                    UNAUDITED








                                       2

<PAGE>





                         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 February 28, 2002 and
the related interim  consolidated  statements of operations and deficit and cash
flow for the nine months  ended  February  28, 2002 and 2001 and  cumulative  to
February  28,   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, 2001 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 July 30,  2001,  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, 2001 is fairly stated, in all material
respects,  in  relation  to the  financial  statements  from  which  it has been
derived.





VANCOUVER, CANADA                                          "STEELE & CO."
APRIL 4, 2002                                              CHARTERED ACCOUNTANTS

                                       3
<PAGE>




                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                       FEBRUARY 28, 2002 AND MAY 31, 2001
                           (EXPRESSED IN U.S. DOLLARS)


<TABLE>
<CAPTION>
                                                                              FEBRUARY 28,           MAY 31,
                                                                                  2002                2001
                                                                                  ----                ----
<S>                                                                          <C>                  <C>

ASSETS
  CURRENT
    CASH (NOTE 3)                                                            $     57,764         $   100,779
    OTHER RECEIVABLE                                                                  922               1,545
                                                                             ------------         -----------
                                                                                   58,686             102,324
  INVESTMENTS (NOTE 4)                                                                  2                   2
                                                                             ------------         -----------
                                                                             $     58,688         $   102,326
                                                                             ============         ===========
LIABILITIES
  CURRENT
    ACCOUNTS PAYABLE                                                         $     88,795         $    72,485
    OWING TO RELATED PARTIES                                                        2,674              11,558
                                                                             ------------         -----------
                                                                                   91,469              84,043
                                                                             ------------         -----------

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
          13,362,069 COMMON SHARES
         (12,862,069 COMMON SHARES - MAY 2001)                                  1,212,057           1,162,057

  SHARE SUBSCRIPTIONS                                                              25,000                   0

  DEFICIT ACCUMULATED DURING
   THE DEVELOPMENT STAGE                                                       (1,269,838)         (1,143,775)
                                                                             ------------         -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                           (32,781)             18,283
                                                                             ------------         -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   $     58,688         $   102,326
                                                                             ============         ===========
</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
              FOR THE NINE MONTHS ENDED FEBRUARY 28, 2002 AND 2001
                           (EXPRESSED IN U.S. DOLLARS)





<TABLE>
<CAPTION>
                                                            CUMULATIVE TO         NINE MONTHS ENDED FEBRUARY 28,
                                                            FEBRUARY 28,
                                                                2002                  2002                2001
                                                         ------------------    -------------------------------------
<S>                                                        <C>                 <C>                  <C>

PROJECT EXPENSES
  RESEARCH AGREEMENT AMENDMENT                             $     45,000        $             0      $           0
  RESEARCH ADVANCES                                             255,624                 26,548                  0
  PATENT COSTS                                                    8,700                  1,035              5,540
  RELATED PARTY CONSULTING FEES                                 127,954                 42,183             16,108
  ROYALTIES                                                       4,841                  4,841                  0
  RECOVERED COSTS
    CASH                                                       (135,594)                     0                  0
    INVESTMENT CONSIDERATION                                    (26,000)                     0                  0
                                                           -------------       ----------------     --------------

                                                                280,525                 74,607             21,648
                                                           -------------       ----------------     --------------

ADMINISTRATION
  BANK CHARGES AND EXCHANGE                                      22,293                   262              13,473
  CONSULTING                                                    303,623                45,765                   0
  FINDERS FEES                                                    7,500                     0                   0
  INTEREST ON CONVERTIBLE DEBENTURES                             16,667                     0                   0
  OFFICE AND SECRETARIAL                                         37,421                 4,639               5,004
  PROFESSIONAL FEES                                             148,497                14,807              32,366
  PROMOTION AND TRAVEL                                          314,945                48,429              60,954
  RELATED PARTY ADMINISTRATION CHARGES                           61,814                13,000                   0
  GAIN ON SALE OF INVESTMENTS                                   (75,595)              (75,595)                  0
                                                           -------------       ---------------      --------------

                                                                837,165                51,307             111,797
                                                           -------------       ---------------      --------------

LOSS FROM OPERATIONS                                          1,117,690               125,914             133,445
EQUITY SHARE IN LOSS OF INVESTEES                                26,998                     0                   0
                                                           -------------       ---------------      --------------

NET LOSS FOR THE PERIOD                                       1,144,688               125,914             133,445
DEFICIT BEGINNING OF THE PERIOD                                       0             1,143,774             958,710
REORGANIZATION COSTS                                            125,000                     0                   0
LOSS ON SALE OF TREASURY SHARES                                     150                   150                   0
                                                           -------------       ---------------      --------------

DEFICIT END OF THE PERIOD                                  $  1,269,838        $    1,269,838       $   1,092,155
                                                           =============       ===============      ==============
BASIC LOSS PER SHARE                                                           $          .01       $         .01
                                                                               ===============      ==============

WEIGHTED AVERAGE NUMBER OF
 OUTSTNDING COMMON SHARES                                                          13,195,402          12,183,982
                                                                               ===============      ==============
</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
              FOR THE NINE MONTHS ENDED FEBRUARY 28, 2002 AND 2001
                           (EXPRESSED IN U.S. DOLLARS)



<TABLE>
<CAPTION>
                                                             CUMULATIVE TO        NINE MONTHS ENDED FEBRUARY 28,
                                                             FEBRUARY 28,
                                                                 2002                 2002                2001
                                                         --------------------  --------------------------------------
<S>                                                        <C>                  <C>                 <C>

CASH PROVIDED (USED) BY

  OPERATING ACTIVITIES

    NET LOSS FOR THE PERIOD                                $   (1,144,688)      $   (125,914)        $   (133,445)
    NON-CASH ITEMS
      GAIN ON SALE OF INVESTMENTS                                 (75,595)           (75,595)                   0
      INVESTMENT CONSIDERATION FOR
        RECOVERED COSTS                                           (26,000)                 0
      ISSUE OF SHARES FOR
        SERVICES                                                  262,208             25,000                    0
        RESEARCH AGREEMENT                                         45,000                  0                    0
      INTEREST ON CONVERTIBLE DEBENTURES                           16,667                  0                    0
      EQUITY SHARE IN LOSS OF INVESTEES                            26,998                  0                    0
    CHANGE IN NON-CASH OPERATING ITEMS
      OTHER RECEIVABLE                                               (922)               623               47,509
      ACCOUNTS PAYABLE                                             88,795             16,310              (17,210)
                                                           ---------------      -------------        -------------
                                                                 (807,537)          (159,576)            (103,146)
                                                           ---------------      -------------        -------------

  INVESTING ACTIVITIES

    INVESTMENT IN EQUITY AFFILIATE                                 (1,000)                 0                    0
    PROCEEDS ON SALE OF INVESTMENTS
      AND TREASURY SHARES                                          75,445             75,445                    0
                                                           ---------------      -------------        -------------
                                                                   74,445             75,445                    0
                                                           ---------------      -------------        -------------

  FINANCING ACTIVITIES

    OWING TO RELATED PARTIES                                        2,674             (8,884)             (59,868)
    SHARE CAPITAL ISSUED
      FOR CASH                                                    832,642             50,000              299,917
      FOR CONVERSION OF DEBENTURES                                 50,000                  0                    0
    SHARE SUBSCRIPTIONS                                                 0                  0             (220,500)
    REORGANIZATION COSTS                                          (94,460)                 0                    0
                                                           ---------------      -------------        -------------
                                                                  790,856             41,116               19,549
                                                           ---------------      -------------        -------------
  TRANSLATION ADJUSTMENT                                                0                  0               (3,156)
                                                           ---------------      -------------        -------------

CHANGE IN CASH FOR THE PERIOD                                      57,764            (43,015)             (86,753)
CASH BEGINNING OF THE PERIOD                                            0            100,779              197,124
                                                           ---------------      -------------        -------------
CASH END OF THE PERIOD                                     $       57,764       $     57,764         $    110,371
                                                           ===============      =============        =============
</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
                                FEBRUARY 28, 2002



1.   BASIS OF PRESENTATION

     The interim consolidated  financial  statements of Praxis  Pharmaceuticals,
     Inc.   (Praxis)  include  the  accounts  of  Praxis  and  its  wholly-owned
     subsidiaries,  Praxis Pharmaceuticals Inc., a Nevada corporation and 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,  2001 and
     included  with  Praxis'  annual  report on 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  nine-month  periods  ended  February  28,  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, 2001                 12,862,069      $   1,162,057

           Issued during the period
            For exercise of stock options @ $.10      500,000             50,000
                                                   ----------      -------------
           Balance February 28, 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.

<TABLE>
<CAPTION>
       OUTSTANDING                                         OUTSTANDING
         MAY 31,          ISSUED                           FEBRUARY 28,
          2001           (LAPSED)       EXERCISED              2002
          ----           --------       ---------              ----
<S>                      <C>            <C>                   <C>           <C>

        1,332,220              0               0              1,332,220     $.15 to January 9, 2006
          800,000              0        (500,000)               300,000     $.10 to May 24, 2006
                0        750,000               0                750,000     $.14 to November 1, 2004
       ----------       --------       ----------          ------------

        2,132,220        750,000        (500,000)             2,382,220
       ==========       ========       ==========          ============
</TABLE>




                                    UNAUDITED

                                       7
<PAGE>


                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2002



2.   SHARE CAPITAL (CONTINUED)

     d.  Share Subscriptions

         Research  and development  services of  $25,000  provided by a director
         will be paid by the issuance of  common shares valued at their publicly
         traded price.

3.   SEGMENTED INFORMATION

     a.  Cash

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


                                                 FEBRUARY 28,           MAY 31,
                                                     2002                2001
                                                     ----                ----

             U.S. dollars                        $     4,269          $   1,420
             Australian dollars                       53,495             99,359
                                                 -----------          ---------

                                                 $    57,764          $ 100,779
                                                 ===========          =========

     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.

4.   INVESTMENTS

     The  Company   received   2,600,000   shares  of  Fairchild   International
     Corporation  under the terms of a product  licensing  agreement,  which was
     subsequently terminated subject to a net revenue royalty.

     As of January  15,  2002,  the  parties  agreed to place  2,355,000  of the
     2,600,000 shares previously  issued in a voluntary pool.  Fairchild will be
     entitled to  two-thirds of the proceeds from the sale of these shares until
     it has received $175,000.  At that time, the net revenue royalty obligation
     will be considered satisfied.





                                    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  Pharmaceuticals,  Inc. ("Praxis" or the "Company") should be read in
conjunction with the accompanying financial statements and related footnotes.

GENERAL

The Company's  business is the  development and  commercialization  of drugs and
nutraceuticals  designed to prevent surgical  adhesions,  and the development of
cosmetics  and  therapeutics  for  skin  conditions.  To  date,  Praxis  has not
generated any revenues from product sales, royalties or license fees.

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

In June 2001, Praxis' subsidiary, Praxis Pharmaceuticals International Pty. Ltd.
entered into an agreement with Clearcoll Pty Ltd. of Annandale, New South Wales,
Australia (CAN 076 764 013), to jointly  research and develop  materials for the
treatment  of  wrinkles by  injection  or topical  delivery  of novel  compounds
resulting  from  the  joint  development  program.  Clearcoll  has the  right to
negotiate a license to market the  materials  under  conditions to be determined
after successful product development.

It is expected that the  profitability  and  financial  viability of the Company
will  ultimately  rest with the corporate  alliances that may be entered into at
this  stage of fund  raising.  As  noted  above,  the  benefits  of a  correctly
structured  alliance  can be enormous  for both  parties  involved.  The Company
expects  to incur  significant  operating  losses  over at least the next  three
years. There is every likelihood that these losses may increase in the future as
the research  and  development  and  clinical  trials  continue.  The  Company's
profitability  will ultimately  depend upon its ability to reach development and
obtain  regulatory  approval for its  products,  and to enter into  alliances to
develop,  manufacture  and market the products.  There is no guarantee  that the
Company will ever be profitable.

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

RESULTS OF OPERATIONS

The Company continues to incur losses from operations. The net loss for the nine
months ended  February 28, 2002 was $125,914 as compared to $133,445  during the
comparable nine-month period in 2001. The decrease in the net loss is due a gain
of $75,595  realized  from the sale of Fairchild  International  stock.  Without
giving effect to this gain,  administration  expenses were $126,902 for the nine
months ended  February 28, 2002.  This  compares to $111,797 for the  comparable
period in 2001.  Project expenses increased from $21,648 for the 2001 period, to
$74,607 for the 2002  period, due to a  one-time payment to  Australian National
University for direct development.

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,269,838 at February 28, 2002.




                                       9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its securities.  Through  February 28, 2002, the Company has
sold stock for cash of $832,642.  The sale of Fairchild  shares as provided cash
of $75,445.

At February 28, 2002, the Company's working capital was a deficit of $32,783, as
compared to $18,281 at May 31,  2001.  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.

As of January 15, 2002,  the Company  entered into an agreement  with  Fairchild
International.  The parties had originally  agreed that the Company would retain
the common  stock of  Fairchild  that had been issued to the  Company  under the
terms of the  original  license  agreement  and that the  Company  would  pay to
Fairchild  30% of the net  revenues  from sales of agents in the  arthritis  and
topical  treatment  of dermal  wrinkles to a maximum of $250,000  over the first
three  years  of sales  (the  "Royalty  Obligation").  This  agreement  has been
amended.  The Company has agreed to place the  remaining  Fairchild  shares in a
voluntary  pooling  arrangement.  So long as the Company pays Fairchild 66.6% of
the  proceeds  from the sale of  these  shares  until  $175,000  has been  paid,
Fairchild  shall consider that payment to be full and complete  satisfaction  of
the Royalty  Obligation.  Accordingly,  the effect of this  agreement  may be to
reduce cash available to the Company in the near term.

The report of the Company's independent auditors on the financial statements for
the year ended May 31, 2001,  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  currently has cash and cash commitments to support the pre-clinical
research  program  into  anti-inflammatory   drugs,   anti-adhesion  drugs,  and
anti-wrinkle compounds for at least the next 12 months. Additional funds will be
needed to support any further  operations at that time. In order to increase the
value of the intellectual property to enhance the value of the Company,  further
funding  will be  required  in the next 12  months to  increase  the size of the
research and development operations and to conduct clinical trials. Pre-clinical
research and development can be accomplished  without an injection of capital in
the next 12  months.  Sale of  Fairchild  common  stock may  provide  additional
proceeds to fund operational  costs.  Unless extra capital is raised in the next
12 months there will be no change in the number of employees or rate of research
and  development.  It is the  intention of management to seek an alliance with a
larger  pharmaceutical  company to provide continued support for the development
of the  anti-adhesion  drugs and  device  technology.  There are no  anticipated
purchases of plant or equipment or sale of same.

If  Clearcoll   can  obtain  the  capital   necessary  to  fund  the  costs  for
manufacturing,   production,   marketing,   selling,  and  obtaining  regulatory
approvals,  it is possible that sales of products for wrinkles could commence in
one to

                                       10
<PAGE>

two years.  Praxis would obtain  revenues from the sale of such  products.  This
differs from prescription drugs or devices,  for which Praxis does not expect to
be able to  realize  revenues  from the sale to  consumers  within the next five
years due to extended testing and regulatory review. The regulatory requirements
are much less stringent for cosmetic products than for prescription drugs.

As a  result  of the  continuing  difficulty  in  raising  funds  the  board  is
considering a reduction in research and development activities and an allocation
of resources to the  anti-inflammatory  drug programs by Praxis  Pharmaceuticals
Australia  Pty Ltd.  ("Praxis  Australia")  in which  Praxis  holds a 35% equity
interest.  Praxis  Australia  is in a  position  to  raise  sufficient  funds to
progress the  anti-inflammatory  drugs  program but fund raising is likely to be
conditional upon the Company  releasing Drs. Charlton and Cowden to devote their
time to supporting the drug development  program.  The board is considering this
option in terms of the best long-term  outcome for the shareholders and will act
on the basis of  maximizing  shaerholder  value.  At this time the board has not
made a decision.

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, 2001, 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.








                                       11

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES

                  Not Applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

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

                  Not Applicable.

ITEM 5.           OTHER INFORMATION

                  Not Applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  A)       EXHIBITS


<TABLE>
<CAPTION>
    REGULATION                                                                                               CONSECUTIVE
    S-B NUMBER                                               EXHIBIT                                         PAGE NUMBER

<S>                 <C>                                                                                         <C>
        2.1         Stock Exchange Agreement with Micronetics (1)<F1>                                            N/A

        3.1         Articles of Incorporation, as amended and restated (1)<F1>                                   N/A

        3.2         Bylaws (1)<F1>                                                                               N/A

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

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

       10.3         Shareholders Agreement dated as of October 15, 1999, between Praxis                          N/A
                    Pharmaceuticals Australia Pty Ltd., Praxis Pharmaceuticals Inc., Perpetual
                    Trustees Nominees Limited, and Rothschild Bioscience Managers Limited (1)<F1>

       10.4         1999 Stock Option Plan (1)<F1>                                                               N/A

       10.5         Termination of License and Research & Development Agreement dated February 28,               N/A
                    2001 between Praxis Pharmaceuticals, Inc. and Fairchild International Inc. (2)<F2>

       10.6         Agreement dated June 6, 2001 between Clearcoll Pty Ltd and Praxis Pharmaceuticals            N/A
                    International Pty Ltd (3)<F3>


</TABLE>

                                       12

<PAGE>
<TABLE>
<CAPTION>
    REGULATION                                                                                               CONSECUTIVE
    S-B NUMBER                                               EXHIBIT                                         PAGE NUMBER

<S>                 <C>                                                                                         <C>


       10.7         Amendment to Termination Agreement between Praxis Pharmaceuticals, Inc. and                  N/A
                    Fairchild International Inc. (4)<F4>

       99.1         Press Release dated March 15, 2001 (2)<F2>                                                   N/A

---------------------------
<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 Current Report on Form 8-K dated February 28, 2001, File
         No. 0-28627.
(3)<F3>  Incorporated  by reference to the exhibits  filed with the Annual  Report on Form 10-KSB for the fiscal year ended
         May 31, 2001, File No. 0-28627.
(4)<F4>  Incorporated  by reference to the exhibits  filed with the Quarterly  Report on Form 10-QSB for the fiscal quarter
         ended November 30, 2001, File No. 0-28627.
</FN>
</TABLE>


                 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:   April 19, 2002           By:/s/Robert Smart
                                    ----------------------------------------
                                    Robert Smart, Secretary
                                    (Principal financial and accounting officer)

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