PRAXIS PHARMACEUTICALS INC/CN
10QSB, 2001-01-19
PHARMACEUTICAL PREPARATIONS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
[X]             QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended: November 30, 2000

[ ]           TRANSITION REPORT PURSUANT SECTION 13 OF 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
   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.)

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

                                 (604) 646-5614
                           (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 last practicable date:

            12,434,709 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                NOVEMBER 30, 2000

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



<PAGE>

                          PRAXIS PHARMACEUTICALS INC.
                         (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                                NOVEMBER 30, 2000

                          (EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>

ASSETS
<S>                                                        <C>
  CURRENT
    CASH (NOTE 3)                                          $   127,579
  INVESTMENTS                                                        2
                                                           ------------
                                                           $   127,581
                                                           ============
LIABILITIES

  CURRENT
    ACCOUNTS PAYABLE                                       $    53,669
    OWING TO RELATED PARTIES                                    23,935
                                                           ------------
                                                                77,604
                                                           ------------
STOCKHOLDERS' EQUITY

  SHARE CAPITAL
    AUTHORIZED
    50,000,000  COMMON SHARES WITH A PAR VALUE
      OF $0.001 PER SHARE
    10,000,000   PREFERRED SHARES WITH A PAR VALUE
      OF $0.001 PER SHARE
  ISSUED AND PAID IN CAPITAL (NOTE 2)
    12,434,709 COMMON SHARES                                 1,082,640

DEFICIT ACCUMULATED DURING THE
  DEVELOPMENT STAGE                                         (1,029,507)

DEFERRED TRANSLATION ADJUSTMENT                                 (3,156)
                                                           ------------
TOTAL STOCKHOLDERS' EQUITY                                      49,977
                                                           ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $   127,581
                                                           ============
</TABLE>

APPROVED BY THE DIRECTORS:

------------------------------------
Bob Smart

------------------------------------
Brett Charlton


                                   UNAUDITED
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       2
<PAGE>

                          PRAXIS PHARMACEUTICALS INC.
                         (A DEVELOPMENT STAGE COMPANY)

            INTERIM CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

              FOR THE SIX MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                      AND CUMULATIVE TO NOVEMBER 30, 2000

                          (EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                             CUMULATIVE                         PERIODS
                                                 TO                              ENDED
                                            NOVEMBER 30,          NOVEMBER 30,           NOVEMBER 30,
                                                2000                  2000                  1999
                                            ------------          ------------          ------------
<S>                                         <C>                   <C>                   <C>
PROJECT EXPENSES

RESEARCH AGREEMENT AMENDMENT                $    45,000           $       -             $       -
RESEARCH ADVANCES                               229,076                   -                 200,889
PATENT COSTS                                      2,820                   -                     -
RELATED PARTY CONSULTING FEES                    65,538                   -                     -
RECOVERED COSTS
  CASH                                         (135,594)                  -                (158,193)
  INVESTMENT CONSIDERATION                      (26,000)                  -                     -
                                            ------------          ------------          ------------
                                                180,840                   -                  42,696
                                            ------------          ------------          ------------
ADMINISTRATION EXPENSES

BANK CHARGES AND EXCHANGE                   $    16,674           $    13,319           $       362
CONSULTING                                      257,858                   -                     -
FINDERS FEES                                      7,500                   -                     -
INTEREST ON CONVERTIBLE DEBENTURES               16,667                   -                     -
OFFICE AND SECRETARIAL                           28,737                 2,697                 8,200
PROFESSIONAL FEES                               111,091                23,663                12,396
PROMOTION AND TRAVEL                            201,275                23,065                44,574
RELATED PARTY ADMINISTRATION
  CHARGES                                        56,867                 8,053                22,125
                                            ------------          ------------          ------------
                                                696,669                70,797                87,657
                                            ------------          ------------          ------------

LOSS FROM OPERATIONS                            877,509                70,797               130,353

EQUITY SHARE IN LOSS OF INVESTEES                26,998                   -                     -
                                            ------------          ------------          ------------
NET LOSS FOR THE PERIOD                     $   904,507           $    70,797           $   130,353
                                            ============          ============          ============

DEFICIT BEGINNING OF THE PERIOD                     -                 958,710               728,537
                                                                  ------------          ------------
REORGANIZATION COSTS                            125,000                   -                     -
                                            ------------
DEFICIT END OF THE PERIOD                   $ 1,029,507           $ 1,029,507           $   858,890
                                            ============          ============          ============
BASIC LOSS PER SHARE                                                    $0.01                 $0.01
                                                                  ============          ============
</TABLE>

                                   UNAUDITED
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       3
<PAGE>
                          PRAXIS PHARMACEUTICALS INC.
                         (A DEVELOPMENT STAGE COMPANY)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

        FOR THE SIX MONTHS ENDED NOVEMBER 30, 2000 AND NOVEMBER 30, 1999
                      AND CUMULATIVE TO NOVEMBER 30, 2000

                          (EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                             CUMULATIVE                         PERIODS
                                                 TO                              ENDED
                                            NOVEMBER 30,          NOVEMBER 30,           NOVEMBER 30,
                                                2000                  2000                  1999
                                            ------------          ------------          ------------
<S>                                         <C>                   <C>                   <C>
CASH PROVIDED (USED) BY
  OPERATING ACTIVITIES

    NET LOSS FOR THE PERIOD                 $  (904,507)          $   (70,797)          $  (130,353)
    NON-CASH ITEMS
      INVESTMENT CONSIDERATION
        FOR RECOVERED COSTS                     (26,000)                  -                 (26,000)
      ISSUE OF SHARES FOR
        SERVICES                                237,208                   -                     -
        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                              -                  48,748
      ACCOUNTS PAYABLE                           53,669                 3,151                 5,879
                                            ------------          ------------          ------------
                                               (550,965)              (18,898)             (150,474)
                                            ------------          ------------          ------------
INVESTING ACTIVITIES
  INVESTMENT IN EQUITY AFFLIATE                  (1,000)                                     (1,000)
                                            ------------          ------------          ------------
FINANCING ACTIVITIES

  OWING TO RELATED PARTIES                       23,935               (47,491)               (1,656)
  SHARE CAPITAL ISSUED FOR CASH                 703,225               220,500               150,000
  SHARE CAPITAL ISSUED FOR
    CONVERSATION OF DEBENTURE                    50,000                   -                     -
  SHARE SUBSCRIPTIONS                               -                (220,500)                  -
  REORGANIZATION COSTS                          (94,460)                  -                     -
                                            ------------          ------------          ------------
                                                682,700               (47,491)              148,344
                                            ------------          ------------          ------------
  TRANSLATION ADJUSTMENT                         (3,156)               (3,156)                  -

CHANGE IN CASH FOR THE PERIOD                   127,579               (69,545)               (3,130)

CASH BEGINNING OF THE PERIOD                        -                 197,124               103,513
                                            ------------          ------------          ------------
CASH END OF THE PERIOD                      $   127,579           $   127,579           $   100,383
                                            ============          ============          ============
</TABLE>

                                   UNAUDITED
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>
                           PRAXIS PHARMACEUTICALS INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2000

1.   ACCOUNTING POLICIES AND NOTES

     a.   Accounting Policies

          The accounting policies followed by the Company are unchanged from
          those outlined in the audited financial statements for the year ended
          May 31, 2000. The notes to the financial statements at May 31, 2000
          substantially apply to the interim consolidated financial statements
          at November 30, 2000 and are not repeated here. All adjustments have
          been made which, in the opinion of management, are necessary in order
          to make these financial statements not misleading.

     b.   Basis of Consolidation

          These consolidated financial statements include the accounts of the
          Company and its wholly owned subsidiaries, Praxis Pharmaceuticals
          International Pty. Limited, a private company registered in Australia,
          and Praxis Pharmaceuticals Inc., a Nevada corporation.

     c.   Foreign Currency Translation

          The functional currency of the Company's foreign operations is the
          applicable local currency. The translation of foreign currencies in U.
          S. dollars is performed for balance sheet accounts using current
          exchange rates in effect at the balance sheet date and for revenue and
          expense accounts using average exchange rates in effect at the balance
          sheet date and for revenue and expense accounts using average exchange
          rates during each reporting period. The net gains or losses resulting
          from such translations are included in stockholder's equity as a
          component of "Deferred Translation Adjustment". Gains and losses
          arising from foreign currency transactions are reflected in the
          consolidated statements of earnings as incurred.


2.   SHARE CAPITAL
<TABLE>
<CAPTION>
     a.   Issued and Paid in Capital
                                                      SHARES            CONSIDERATION
          Common Shares
          <S>                                       <C>                  <C>
          Balance at May 31, 2000                   11,822,209           $  862,140

          Issued during the period

               For cash subscriptions @ $.40           612,500              245,000

               Finders fees                                -                (24,500)
                                                    ----------           -----------
          Balance at November 30, 2000              12,434,709           $1,082,640
                                                    ==========           ===========
</TABLE>

                                   UNAUDITED

                                       5
<PAGE>

                           PRAXIS PHARMACEUTICALS INC.
                          (A DEVELOPMENT STAGE COMPANY)

             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2000

     b.   Share Issue Commitments

          Outstanding share purchase warrants are exercisable as follows:

               612,500 common shares @ $ .50 per share to April 17, 2001




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.

                  U.S. dollar                      $  1,790
                  Australian dollars                123,517
                  Canadian dollars                    2,272
                                                   --------
                                                   $127,579
                                                   ========

     b.   Geographic Segments

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








                                       6
<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  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. Effective September
30,  1999,   Praxis  granted  a  worldwide,   exclusive   license  to  Fairchild
International Inc. ("Fairchild"),  an affiliate,  for all products and processes
developed,  and to be developed,  relating to arthritis and dermal wrinkles,  in
consideration for 2,600,000 shares of Fairchild common stock (valued at $26,000)
and royalty  payments  based upon revenues  earned by Fairchild from the sale of
any developed products.  In addition,  a research and development  agreement was
entered into whereby Praxis was  contracted to conduct a research  program to be
funded by Fairchild for a total amount of $250,000.  (This agreement,  including
"Schedule  C",  has been  filed as Exhibit  10.1 to the  Company's  registration
statement on Form 10-SB.) A first  installment of $62,500 was paid on October 1,
1999.  Quarterly  payments of $50,000 are to be made beginning  January 1, 2000,
with a final  payment of $37,500  due  October 1, 2000.  The January 1, 2000 and
April 1, 2000  installments have been paid. The receipt of the remaining $87,500
from Fairchild is not certain.  Fairchild's financial condition is questionable.
The independent  auditors'  report on Fairchild's  financial  statements for the
year ended December 31, 1999 included an explanatory  paragraph  relating to the
uncertainty  of Fairchild's  ability to continue as a going  concern.  The funds
paid by  Fairchild  to Praxis can only be used by Praxis for the  conduct of the
research  projects  and can only be  expended  in  accordance  with  the  budget
included  as  part  of  "Schedule  C",  unless  Praxis   obtains  prior  written
authorization  from  Fairchild.  Fairchild  and Praxis will,  not less than once
every three  months,  review and  evaluate  progress on the  research  projects.
Following such reviews,  milestones as set out in "Schedule C" may be revised as
and when needed by mutual agreement between  Fairchild and Praxis.  The research
program is to be fully funded by the funds  received by Fairchild.  The $250,000
budget for the research and  development  program  includes  allowances  for all
associated  overhead  and costs to be  expended  by Praxis  on the  program.  No
administrative  overhead  will be  expended  that is not  covered  by the  funds
received  from  Fairchild in relation to the research  program.  Praxis will not
incur either  directly or  indirectly  any  additional  expenses on the research
program.

Under the exclusive license,  Praxis is to be paid 35% of net revenue,  which is
any  consideration  received by Fairchild from the sale of a licensed product or
the granting of a sublicense,  after deduction of the following:  $250,000 to be
paid by Fairchild plus any other development costs, manufacturing and production
costs,  marketing  and selling  costs,  and  expenses  incurred by  Fairchild in
connection  with  obtaining  regulatory  approvals.  This means that  before any
royalties are paid to Praxis, the following are first returned to Fairchild: (1)
the  $250,000  research  expenditures  and  (2)  any  other  development  costs,
manufacturing  and production  costs,  marketing and selling costs, and expenses
incurred  by  Fairchild  in  connection  with  obtaining  regulatory  approvals.
Further,  there is nothing in the agreement  that would prevent  Fairchild  from
unilaterally  deciding  to continue  to spend  money on  research  and  thereby,
perhaps,  use all monies that would  otherwise  be paid to Praxis as  royalties.
Accordingly,  it is not certain when,  if, or to what extent Praxis will receive
any royalty revenues from this licensing arrangement. Upon the expiration of the
last licensed patent,  which includes any patents arising out of applications to
be  filed in the  future,  Fairchild's  license  shall  become a fully  paid-up,
perpetual license. This date would be no sooner than 2016. The settlement of any
disputes regarding this agreement with Fairchild will be by binding arbitration,
with the arbitrators to be selected by the Company and Fairchild.


                                       7
<PAGE>

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  phosphosugar-based
anti-inflammatory agents for registered therapeutic use.

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 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 six
months ended  November  30, 2000 was $70,797 as compared to $130,353  during the
comparable  six-month  period  in  1999.  The  decrease  in the net  loss is due
primarily to the reduction in the level of the Company's operations.  No project
expenses were  incurred in the 2000 period,  as compared to $200,889 in research
advances  (offset by $158,193 in  recovered  costs)  during the six months ended
November 30, 1999. Also,  administration  expenses decreased 19% from $87,657 in
1999 to $70,797 in 2000.  Related party  administration  charges  decreased from
$22,125 in 1999 to $8,053 in 2000, as did promotion and travel expenses ($44,574
in 1999 as  compared  to  $23,065  in 2000).  The  decreases  in these  types of
expenditures  exceeded the  increases in  professional  fees ($23,663 in 2000 as
compared to $12,396 in 1999) and bank charges and  exchange  ($13,319 in 2000 as
compared to $362 in 1999).

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,029,507 at November 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its securities.  Through  November 30, 2000, the Company has
sold stock for cash of $703,225.

At November 30, 2000, the Company's working capital was $49,975,  as compared to
$123,928 at May 31, 2000.  The decrease in working  capital was due primarily to
the  repayment  of  $55,000  owed to a  related  party  and the use of cash  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.


                                       8
<PAGE>

The report of the Company's independent auditors on the financial statements for
the year ended May 31, 2000,  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

Assuming that Fairchild pays its remaining  installments of $87,500, the Company
currently has cash and cash  commitments  to support the  pre-clinical  research
program into anti-inflammatory drugs and anti-wrinkle compounds for at least the
next 15  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
assuming receipt of the Fairchild  funds.  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.  There  are no  anticipated  purchases  of  plant or
equipment or sale of same.

The receipt of the Fairchild funds is not certain,  since Fairchild's  financial
condition is  questionable.  The  independent  auditors'  report on  Fairchild's
financial   statements  for  the  year  ended  December  31,  1999  included  an
explanatory  paragraph  relating to the  uncertainty of  Fairchild's  ability to
continue as a going concern.

If  Fairchild   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  arthritis  and wrinkles
could commence in one to two years.  This differs from  prescription  drugs, 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 and
nutraceutical  products than for prescription  drugs.  While there is nothing in
the  agreement  that would  prevent  Fairchild  from  unilaterally  deciding  to
continue to spend money on research  and thereby,  perhaps,  use all monies that
would  otherwise  be paid to Praxis  as  royalties,  doing so would not  benefit
Fairchild.  It would be in Fairchild's interest to commence sales of products to
generate revenues.


                                       9
<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         Research, Development and Licence Agreement dated May 11, 1999 between Praxis           N/A
                    Pharmaceuticals, Inc. and Fairchild International Inc. (1)<F1>

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

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

       10.4         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>

       10.5         1999 Stock Option Plan (1)<F1>                                                          N/A


---------------------------
<FN>

(1)<F1> Incorporated  by reference to the exhibits  filed with the  Registration
        Statement on Form 10-SB, File No. 0-28627
</FN>
</TABLE>



                                       10
<PAGE>


                 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:   January 18, 2001               By: /S/ ROBERT SMART
                                           -------------------------------------
                                           Robert Smart, Secretary
                                           (Principal financial officer)



                                       11


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