As filed on November 3, 2006           Registration Statement No. 333-__________



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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            PATCH INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

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

      1220 - 666 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA V6C 2X8 CANADA
           (Address of principal executive offices)         (Zip code)

                             2006 STOCK OPTION PLAN
                            (Full title of the plan)

                            JOHN THORNTON, PRESIDENT
                            PATCH INTERNATIONAL INC.
                            1220 - 666 BURRARD STREET
                   VANCOUVER, BRITISH COLUMBIA V6C 2X8 CANADA
                     (Name and address of agent for service)

                                 (604) 688-2790
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             FAY M. MATSUKAGE, ESQ.
                   DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.
                          455 SHERMAN STREET, SUITE 300
                                DENVER, CO 80203
                                 (303) 777-3737

<PAGE>

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
----------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF                            PROPOSED MAXIMUM       PROPOSED MAXIMUM
   SECURITIES TO BE          AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
      REGISTERED              REGISTERED                SHARE                  PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                 <C>                        <C>
Shares of common stock         1,500,000              $0.84 (2)<F2>       $1,260,000 (2)<F2>         $134.82
underlying stock              shares (1)<F1>
options
----------------------------------------------------------------------------------------------------------------
<FN>
(1)<F1>  The 2006 Stock Option Plan authorizes the issuance of a maximum of
         1,500,000 common shares in the capital of Patch International Inc. All
         of these common shares are being registered under this Form S-8
         Registration Statement. Pursuant to Rule 416 under the Securities Act,
         this Registration Statement shall also cover any additional shares of
         the common stock of the Company which become issuable by reason of any
         stock split, stock dividend, recapitalization, or other similar
         transaction effected without the Registrant's receipt of consideration
         which results in an increase in the number of the outstanding shares of
         the Registrant's common stock.

(2)<F2>  The price is estimated in accordance with Rule 457(c) and (h) under the
         Securities Act of 1933, as amended, solely for the purpose of
         calculating the registration fee, based on the average of the bid and
         asked prices of the common stock as reported on the OTC Bulletin Board
         on November 1, 2006.
</FN>
</TABLE>


                                EXPLANATORY NOTE

This Registration Statement contains two parts. The first part contains a
"Reoffer Prospectus," which has been prepared in accordance with the
requirements of Part I of Form S-3 (as required by Section C.1. of the General
Instructions to Form S-8). The Reoffer Prospectus will be used for reoffers and
resales by affiliates of Patch International Inc. (the "Registrant") of shares
of common stock of the Registrant to be issued upon exercise of options granted
or to be granted pursuant to the Registrant's 2006 Stock Option Plan. The second
part contains information required in the registration statement pursuant to
Part II of Form S-8. Pursuant to the introductory note to Part I of Form S-8,
the plan information, which constitutes part of the "Plan Prospectus," is not
being filed with the Securities and Exchange Commission.


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I, Items 1 and 2 of
Form S-8, will be sent or given to any recipient of a stock option or stock
award in accordance with Form S-8 and Rule 428(b)(1) of the Securities Act. We
will furnish without charge to any person to whom information is required to be
delivered, upon written or oral request, a copy of each document incorporated by
reference in Item 3 of Part II of this Registration Statement, which documents
are incorporated by reference in the Section 10(a) prospectus, and any other
documents required to be delivered to them under Rule 428(b) of the Securities
Act. Requests should be directed to

John Thornton, Interim President
Patch International Inc.
1220 - 666 Burrard Street
Vancouver, B.C. V6C 2X8 Canada
(604) 688-0700

The re-offer prospectus follows this paragraph.

                                       ii
<PAGE>

                               REOFFER PROSPECTUS


                        1,500,000 SHARES OF COMMON STOCK
                                       OF
                            PATCH INTERNATIONAL INC.


         This prospectus is being used in connection with the offering from time
to time by certain selling stockholders of our company or their successors in
interest in shares of the common stock which may be acquired upon the exercise
of stock options issued or to be issued pursuant to our 2006 Stock Option Plan.

         The closing bid price of our common stock on November 1, 2006, as
reported by the OTC Bulletin Board was $0.88.

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.

         The common stock may be sold from time to time by the selling
stockholders or by their pledgees, donees, transferees or other successors in
interest. Such sales may be made in the over-the-counter market or otherwise at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The common stock may be sold by one
or more of the following: (a) block trades in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell
portions of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchases. In effecting sales, brokers
or dealers engaged by the selling stockholders may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from selling stockholders in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating brokers or dealers may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Act") in connection with such sales. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus. We will
not receive any of the proceeds from the sale of these shares, but we will
receive proceeds to the extent that currently outstanding options are exercised,
and we have paid the expenses of preparing this prospectus and the related
registration statement.

         THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE "RISK
FACTORS" BEGINNING ON PAGE 3.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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




            The date of this reoffer prospectus is November 3, 2006.


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

SUMMARY...................................................................    3

RISK FACTORS..............................................................    3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.........................    6

USE OF PROCEEDS...........................................................    6

SELLING STOCKHOLDERS......................................................    6

PLAN OF DISTRIBUTION......................................................    7

INDEMNIFICATION OF DIRECTORS AND OFFICERS.................................    8

LEGAL MATTERS.............................................................    8

EXPERTS...................................................................    8

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................    8

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US........................    9


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



         NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.






                                       2
<PAGE>

                                     SUMMARY

         The following summary contains basic information about Patch
International Inc. and this prospectus. It may not contain all of the
information that is important to you. For a more complete understanding, we
encourage you to read the entire prospectus and the documents incorporated by
reference into this prospectus. In this prospectus, the words "Patch,"
"Company," "we," "our," and "us" refer to Patch International Inc and our
consolidated subsidiaries.

         Our business is the exploration, development and production of oil and
natural gas reserves. The main focus is on producing oil and gas assets located
in the Kerrobert area in the Province of Saskatchewan, Canada and on other oil
and gas assets, including oilsands leases, located in Alberta, Canada. Principal
capital expenditures of the Company through May 31, 2006 were $3,158,070 for the
acquisition, exploration, and development of its interests in the oil and gas
properties.

         At August 31, 2006, we owned 6,091,937 ordinary shares of Pharmaxis
Ltd. ("Pharmaxis"), an Australian company listed on the Australian Stock
Exchange. We have been selling these shares and intend to use a portion of the
proceeds from this investment to build our oil and gas assets. With regard to
the other portion of the proceeds, we are proposing the distribution of a cash
dividend on a pro-rata basis of 50% of the net proceeds. Net proceeds include
the costs associated with the sale of the Pharmaxis shares and related taxes. We
have fixed July 30, 2004 as the record date. The distribution is subject to the
Company receiving all required regulatory approvals.

          Our principal executive offices are located at 666 Burrard Street,
Suite 1220, Vancouver, British Columbia V6C 2X8 Canada. Our telephone number is
(604) 688-2790.


                                  RISK FACTORS

         An investment in the common stock being offered for resale by the
selling shareholders is very risky. You should carefully consider the risk
factors described below, together with all other information in this prospectus
before making an investment decision. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occurs, our
business, financial conditions or operating results could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

WE HAVE A LIMITED OPERATING HISTORY AND HAVE GENERATED ONLY VERY LIMITED
REVENUES.

         We earned limited production revenue. We have not yet generated any
proved resources on any of our properties. Our principal activities have been
raising capital through the sale of our securities and our Pharmaxis shares and
identifying, evaluating and acquiring potential oil and gas properties.

THE LACK OF PRODUCTION AND ESTABLISHED RESERVES FOR OUR PROPERTIES IMPAIRS OUR
ABILITY TO RAISE CAPITAL.

         As of August 31, 2006, we have established very limited production of
oil and natural gas from a limited number of wells, and have no properties for
which reserves have been established, making it more difficult to raise the
amount of capital needed to fully exploit the production potential of our
properties. Therefore, we have had to rely on proceeds from the sale of our
Pharmaxis shares to raise capital for our oil and gas operations.

THE VOLATILITY OF NATURAL GAS AND OIL PRICES COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

         We are producing and selling oil and gas only on a limited basis at
this time. However, the prices of natural gas and oil affect our business to the
extent that such prices influence a decision to invest in our company. If the
prices of natural gas and oil are low, investors may decide to invest in other
industries.


                                       3
<PAGE>

THE DEVELOPMENT OF OIL AND GAS PROPERTIES INVOLVES SUBSTANTIAL RISKS THAT MAY
RESULT IN A TOTAL LOSS OF INVESTMENT.

         The business of exploring for and producing oil and gas involves a
substantial risk of investment loss that even a combination of experience,
knowledge, and careful evaluation may not be able to overcome. Drilling oil and
gas wells involves the risk that the wells will be unproductive or that,
although productive, the wells do not produce oil and/or gas in economic
quantities. There is no way to predict in advance of drilling and testing
whether any prospect encountering oil or gas will yield oil or gas in sufficient
quantities to cover drilling or completion costs or to be economically viable.
The seismic data, other technologies, and the study of producing fields in the
area do not enable us to know conclusively prior to drilling that oil and gas
will be present, or if present, if it is in commercial quantities. We cannot
assure anyone that the analogies that we draw from available data from other
wells, more fully explored prospects, or producing fields will be applicable to
our drilling prospects.

         Other hazards, such as unusual or unexpected geological formations,
pressures, fires, blowouts, loss of circulation of drilling fluids or other
conditions may substantially delay or prevent completion of any well. Adverse
weather conditions can also hinder drilling operations.

IF WE ARE NOT THE OPERATOR OF OUR WELLS, WE WILL HAVE LITTLE OR NO CONTROL OVER
THE PROJECT.

         If we are not the operator of the wells in which we have an interest,
we will have limited or no control over the project. More specifically, we will
have limited or no control over the following:

           o   the timing of the drilling and recompleting of wells;
           o   the timing and amounts of production; and
           o   the development and operating costs.

In addition, if we should produce natural gas, we may experience possible
negative gas balance conditions because the operator may sell to a purchaser
other than ours, which may cause a delay in the sale of gas to our interests.

WE MAY INCUR LOSSES AS A RESULT OF TITLE DEFICIENCIES IN THE PROPERTIES IN WHICH
WE INVEST.

         It is our practice in acquiring oil and gas leases or undivided
interests in oil and gas leases not to undergo the expense of retaining lawyers
to examine the title to the mineral interest to be placed under lease or already
placed under lease. Rather, we will rely upon the judgment of oil and gas lease
brokers or landsmen who perform the field work in examining records in the
appropriate governmental office before attempting to place under lease a
specific mineral interest. This practice is widely followed in the oil and gas
industry. Prior to the drilling of an oil and gas well, however, it is the
normal practice in the oil and gas industry for the person or company acting as
the operator of the well to obtain a preliminary title review of the spacing
unit within which the proposed oil and gas well is to be drilled to ensure there
are no obvious deficiencies in title to the well; however, neither we nor the
person or company acting as operator of the well will obtain counsel to examine
title to such spacing unit until the well is about to go into production. It
frequently happens, as a result of such examinations, that certain curative work
must be done to correct deficiencies in the marketability of the title, and such
curative work entails expense. The work might include obtaining affidavits of
heirship or causing an estate to be administered. It does happen, from time to
time, that the examination made by the title lawyers reveals that the oil and
gas lease or leases are worthless, having been purchased in error from a person
who is not the owner of the mineral interest desired. In such instances, the
amount paid for such oil and gas lease or leases is generally lost.

WE ARE SUBJECT TO ENVIRONMENTAL REGULATIONS THAT CAN ADVERSELY AFFECT THE TIMING
AND COST OF OUR OPERATIONS.

         In general, our exploration activities are subject to certain federal,
state, provincial and local laws and regulations relating to environmental
quality and pollution control. Such laws and regulations increase the costs of
these activities and may prevent or delay the commencement or continuance of a
given operation. Compliance with these laws and regulations has not had a
material effect on our operations or financial condition to date. Specifically,
we are subject to legislation regarding emissions into the environment, water
discharges, and storage and disposition of hazardous wastes. In addition,
legislation has been enacted which requires well and facility sites to be
abandoned


                                       4
<PAGE>

and reclaimed to the satisfaction of government authorities. As of this date, we
are unable to predict the ultimate cost of compliance.

WE ARE SUBJECT TO GOVERNMENTAL REGULATIONS THAT MAY ADVERSELY AFFECT THE COST OF
OUR OPERATIONS.

         Oil and gas exploration, development and production are subject to
various types of regulation by local, state, provincial and federal agencies.
Legislation affecting the oil and gas industry is under constant review for
amendment and expansion. Also, numerous departments and agencies, at federal,
province and state levels, are authorized by statute to issue and have issued
rules and regulations binding on the oil and gas industry and its individual
members, some of which carry substantial penalties for failure to comply. The
regulatory burden on the oil and gas industry increases our cost of doing
business and, consequently, affects our profitability. The possibility exists
that laws and regulations enacted in the future will adversely affect the oil
and gas industry. Such new legislation or regulations could drive up the cost of
doing business to the point where our projects would not be economically
feasible.

         Most areas in which we own and operate properties have statutes, rules
and regulations governing conservation matters including the unitization or
pooling of oil and gas properties, establishment of maximum rates of production
from oil and gas wells and the spacing of such wells.

OUR COMPETITORS MAY HAVE GREATER RESOURCES THAT COULD ENABLE THEM TO PAY A
HIGHER PRICE FOR PROPERTIES.

         The oil and gas industry is intensely competitive and we compete with
other companies which have greater resources. Many of such companies not only
explore for and produce crude oil and natural gas but also carry on refining
operations and market petroleum and other products on a worldwide basis. Such
companies may be able to pay more for productive oil and natural gas properties
and exploratory prospects, and to define, evaluate, bid for and purchase a
greater number of properties and prospects than our financial or human resources
permit. Our ability to acquire additional properties and to discover reserves in
the future will be dependent upon our ability to evaluate and select suitable
properties, to obtain funding and to consummate transactions in a highly
competitive environment. There is also competition between the oil and gas
industry and other industries with respect to the supply of energy and fuel to
industrial, commercial and individual customers. At this stage of our
development, we cannot predict if we will be able to compete effectively against
such companies.

OUR FUTURE OPERATING RESULTS MAY FLUCTUATE AND CAUSE THE PRICE OF OUR COMMON
STOCK TO DECLINE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR INVESTORS.

         Our limited operating history and the lack of production or reserve
reports on our properties make it difficult to predict accurately our future
operations. We expect that our operating results will fluctuate significantly
from quarter to quarter, due to a variety of factors, many of which are beyond
our control. If our operating results fall below the expectations of investors
or securities analysts, the price of our common stock could decline
significantly. The factors that could cause our operating results to fluctuate
include, but are not limited to:

            o   worldwide or regional demand for energy;
            o   domestic and foreign supply of natural gas and oil;
            o   weather conditions;
            o   domestic and foreign governmental regulations;
            o   political conditions in natural gas or oil producing regions;
            o   price and availability of alternative fuels;
            o   availability and cost of drilling equipment;
            o   our ability to establish and maintain key relationships with
                lessors, drilling partners and drilling funds;
            o   the amount and timing of operating costs and capital
                expenditures relating to maintaining our business, operations,
                and infrastructure; and
            o   general economic conditions and economic conditions specific to
                the energy sector.


                                       5
<PAGE>

         These and other external factors have caused and may continue to cause
the market price and demand for our common stock to fluctuate substantially,
which may limit or prevent investors from readily selling their shares of common
stock and may otherwise negatively affect the liquidity of our common stock.

         In the past, securities class action litigation has often been brought
against companies following periods of volatility in the market price of their
securities. If securities class action litigation is brought against us it could
result in substantial costs and a diversion of our management's attention and
resources, which could hurt our business.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION THAT MAY AFFECT THE
LIQUIDITY FOR OUR COMMON STOCK.

         Our common stock is subject to regulations of the Securities and
Exchange Commission relating to the market for penny stocks. These regulations
generally require that a disclosure schedule explaining the penny stock market
and the risks associated therewith be delivered to purchasers of penny stocks
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors. The
regulations applicable to penny stocks may severely affect the market liquidity
for our common stock and could limit your ability to sell your securities in the
secondary market.

TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED THEREBY
MAKING IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES OF OUR COMMON
STOCK.

         Our common stock trades on the OTC Bulletin Board. The OTC Bulletin
Board is not an exchange and, because trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on an
exchange or NASDAQ, you may have difficulty reselling any of the shares that you
purchase from a selling stockholder.


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This reoffer prospectus contains forward-looking statements that
involve risks and uncertainties. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "except," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," as
well as the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.
In evaluating these statements, you should specifically consider various
factors, including the risks described above and in other parts of this
prospectus. These factors may cause our actual results to differ materially from
any forward-looking statement. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.


                                 USE OF PROCEEDS

         All of the shares of common stock offered by this prospectus are being
offered by the selling stockholders. We will not receive any proceeds from the
sales of these shares. We will receive proceeds to the extent that currently
outstanding options are exercised. We will use the exercise proceeds, if any,
for working capital and general corporate purposes. No assurance can be given,
however, as to when or if any or all of the options will be exercised. All
expenses of the registration of the shares will be paid for by us. See "Selling
Stockholders" and "Plan of Distribution."


                              SELLING STOCKHOLDERS

         This prospectus relates to the resale of shares of our common stock
issuable to certain selling stockholders pursuant to the exercise of stock
options granted under our 2006 Stock Option Plan (the "Plan").


                                       6
<PAGE>

         The following table sets forth the name and relationship to Patch and
its affiliates (within the past three years) of each selling stockholder, (1)
the number of shares of common stock that each selling stockholder owned as of
October 31, 2006; (2) the number of shares of common stock that each selling
stockholder may acquire pursuant to the exercise of a previously granted option
or options which hereafter may be granted under the Plan, all of which shares
may be sold pursuant to this prospectus; and (3) the amount of common stock to
be owned by each selling stockholder and (if one percent or more) the percentage
of the class to be owned by such stockholder assuming the grant of the maximum
number of shares issuable under the Plan, the exercise of all option granted
under the Plan, and the sale of all shares acquired upon exercise of such
options.

         The information contained in this table reflects "beneficial" ownership
of common stock within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934. As of October 31, 2006, we had 15,791,774 shares of common stock
outstanding. Beneficial ownership information reflected in the table includes
shares that such individual has the right to acquire within 60 days of October
31, 2006. Unless otherwise noted, all persons referred to above have sole voting
and sole investment power.

         We may amend or supplement this reoffer prospectus from time to time in
the future to update or change this list of selling stockholders and shares
which may be resold.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                AMOUNT OF
                                             COMMON STOCK
                                             BENEFICIALLY                         AMOUNT OF COMMON       PERCENTAGE OF
                                              OWNED AS OF      AMOUNT OFFERED    STOCK TO BE OWNED   CLASS TO BE OWNED
NAME                                     OCTOBER 31, 2006              HEREBY   AFTER THE OFFERING  AFTER THE OFFERING
------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                       <C>                <C>                     <C>
David Stadnyk, More than 10%                2,044,635 (1)<F1>          50,000            1,994,635               12.2%
stockholder
------------------------------------------------------------------------------------------------------------------------
John Thornton, Interim President and          242,500 (2)<F2>         100,000              142,500                0.9%
Director
------------------------------------------------------------------------------------------------------------------------
Winston Cabell, Director                      472,625 (3)<F3>          50,000              422,625                2.6%
------------------------------------------------------------------------------------------------------------------------
-----------------
<FN>
(1)<F1>  Includes 500,000 shares issuable upon exercise of stock options.
(2)<F2>  Includes 237,500 shares issuable upon exercise of stock options.
(3)<F3>  Includes 225,000 shares issuable upon exercise of stock options.
</FN>
</TABLE>


                              PLAN OF DISTRIBUTION

         The selling stockholders may, from time to time, elect to sell all or a
portion of the shares offered under this prospectus in the over-the-counter
market. Sales are anticipated to be made at market prices prevailing at the
times of such sales. The selling stockholders may also make private sales
directly or through a broker or brokers, who may act as agent or principal.
Further, they may choose to dispose of the shares offered under this prospectus
by gift to a third party or as a donation to a charitable or other non-profit
entity. In connection with any sales, the selling stockholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The amount of securities to be reoffered or resold by
means of this reoffer prospectus, by each person, and any other person with whom
he or she is acting in concert for the purpose of selling our securities, may
not exceed, during any three-month period, the amount specified in Rule 144(e)
under the Securities Act.

         Any broker-dealer participating in such transactions as agent may
receive commissions from the selling stockholders (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the selling stockholders.
Broker-dealers may agree with them to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
them. Broker-dealers who acquire shares as principal may thereafter resell such
shares from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-


                                       7
<PAGE>

counter market, in negotiated transactions or otherwise at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay to or receive commissions from the purchasers of such
shares.

         We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the selling stockholders
and their affiliates. In addition, we will make copies of this reoffer
prospectus available to the selling stockholders and have informed them of the
possible need for delivery of copies of this reoffer prospectus to purchasers on
or prior to sales of the shares offered under this reoffer prospectus. The
selling stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.

         Any securities covered by this reoffer prospectus, which qualify for
sale pursuant to Rule 144 under the Securities Act, may be sold under those
rules rather than pursuant to this reoffer prospectus.

         There can be no assurance that the selling stockholders will sell any
or all of the shares of common stock offered under this reoffer prospectus.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 78.7502 of the Nevada Revised Statutes and Article VI of the
our articles of incorporation permit us to indemnify our officers and directors
and certain other persons against expenses in defense of a suit to which they
are parties by reason of such office, so long as the persons conducted
themselves in good faith and the persons reasonably believed that their conduct
was in our best interests or not opposed to our best interests, and with respect
to any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. Indemnification is not permitted in connection with a
proceeding by or in the right of the corporation in which the officer or
director was adjudged liable to the corporation or in connection with any other
proceeding charging that the officer or director derived an improper personal
benefit, whether or not involving action in an official capacity.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in that act and is therefore unenforceable.


                                  LEGAL MATTERS

         The validity of the common stock offered hereby will be passed upon for
us by Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado.


                                     EXPERTS

         The consolidated financial statements as of May 31, 2006 and for each
of the two years in the period ended May 31, 2006 incorporated in this reoffer
prospectus by reference from our Annual Report on Form 10-KSB for the fiscal
year ended May 31, 2006 have been so included in reliance on the report of
Morgan & Company, an independent registered public accounting firm, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon its authority as experts in accounting and
auditing.





                                       8

<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Securities and Exchange
Commission are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

    o    our Annual Report on Form 10-KSB for the fiscal year ended May 31,
         2006;
    o    our Quarterly Report on Form 10-QSB for the fiscal quarter ended August
         31, 2006;
    o    the description of our common stock, par value $.001 per share,
         contained in Part I, Item 8 of Amendment No. 5 to our Registration
         Statement on Form 10-SB filed on October 13, 2000; and
    o    all reports and other documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
         filing of a post-effective amendment which indicates that all
         securities offered hereby have been sold or which deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of the filing of
         such reports and documents.

         We will furnish without charge to each person to whom the reoffer
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all of the documents incorporated by reference (other than exhibits
to such documents). Requests should be directed to the attention of John
Thornton at Patch International Inc., 1220 - 666 Burrard Street, Vancouver,
British Columbia V6C 2X8 Canada, telephone number (604) 688-2790.


               WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, with respect to the
common stock offered by this reoffer prospectus. As permitted by the rules and
regulations of the Commission, this reoffer prospectus, which is a part of the
registration statement, omits certain information, exhibits, schedules and
undertakings set forth in the registration statement. For further information
pertaining to our company and the common stock offered hereby, reference is made
to such registration statement and the exhibits and schedules thereto. A copy of
the registration statement may be inspected without charge at the Public
Reference Room of the SEC at 100 F Street, N.E. Washington, D.C. 20549. Copies
of all or any part of the registration statement may be obtained from such
offices upon the payment of the fees prescribed by the SEC. For further
information, please call the SEC at 1-800-SEC-0330. In addition, registration
statements and certain other filings made with the Commission through its
Electronic Data Gathering, Analysis and Retrieval system, including our
registration statement and all exhibits and amendments to our registration
statements, are publicly available through the Commission's website at
http://www.sec.gov.

         We are subject to the information and reporting requirements of the
Exchange Act and, in accordance therewith, will file periodic reports, proxy
statements and other information with the Securities and Exchange Commission.











                                       9
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)  Annual Report of the Registrant on Form 10-KSB for the fiscal year
              ended May 31, 2006, Commission File No. 0-28627;

         (b)  Quarterly Report of the Registrant on Form 10-QSB for the fiscal
              quarters ended August 31, 2006, Commission File No. 0-28627; and

         (c)  the description of the Registrant's common stock, par value $.001
              per share, contained in Part I, Item 8 of Amendment No. 5 to the
              Registration Statement on Form 10-SB filed on October 13, 2000.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934 after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada Revised Statutes and Article VI of the Company's
Articles of Incorporation permit the Company to indemnify its officers and
directors and certain other persons against expenses in defense of a suit to
which they are parties by reason of such office, so long as the persons
conducted themselves in good faith and the persons reasonably believed that
their conduct was in the Company's best interests or not opposed to the
Company's best interests, and with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful. Indemnification
is not permitted in connection with a proceeding by or in the right of the
corporation in which the officer or director was adjudged liable to the
corporation or in connection with any other proceeding charging that the officer
or director derived an improper personal benefit, whether or not involving
action in an official capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

--------------------------------------------------------------------------------
   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------
     4.1       2006 Stock Option Plan
--------------------------------------------------------------------------------
     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------
    23.1       Consent of Morgan & Company.
--------------------------------------------------------------------------------


                                      II-1
<PAGE>

--------------------------------------------------------------------------------
   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------
    23.2       Consent of Dill Dill Carr Stonbraker & Hutchings, P.C.
               (incorporated by reference into Exhibit 5.1)
--------------------------------------------------------------------------------

ITEM 9.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

     (i)    To  include  any  prospectus  required  by  section  10(a)(3) of the
            Securities Act of 1933;

     (ii)   To  reflect  in the prospectus any facts or events arising after the
            effective  date of the  registration  statement  (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20% change in the maximum aggregate offering price set forth in
            the  "Calculation  of  Registration  Fee"  table  in  the  effective
            registration statement.

     (iii)  To  include  any  material  information  with respect to the plan of
            distribution not previously disclosed in the registration  statement
            or any  material  change  to such  information  in the  registration
            statement.; provided, however, that paragraphs (1)(i) and (1)(ii) do
            not  apply  if  the  information   required  to  be  included  in  a
            post-effective amendment by those paragraphs is contained in reports
            filed with or furnished to the Commission by the registrant pursuant
            to Section 13 or Section  15(d) of the  Securities  Exchange  Act of
            1934 that are  incorporated  by  reference  into  this  registration
            statement.

(2)  That, for the purpose of determining any liability under the Securities Act
     of  1933,  each  such  post-effective amendment shall be deemed to be a new
     registration statement relating  to the securities offered therein, and the
     offering of such securities at that  time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To  remove from  registration by means of a post-effective amendment any of
     the securities  being registered  which remain unsold at the termination of
     the offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual  report  pursuant  to section  13(a) or section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer,  or controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-2

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Vancouver,  Province of British Columbia,  Canada, on
November 3, 2006.

                                        PATCH INTERNATIONAL INC.


                                        By:  /s/ JOHN THORNTON
                                           -------------------------------------
                                            John Thornton, Interim President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
         SIGNATURE                                     TITLE                              DATE

<S>                                        <C>                                        <C>
                                           Interim President and director
                                           (Principal Executive, Financial, and
/s/ JOHN THORNTON                          Accounting Officer)                        November 3, 2006
-----------------------------------
John Thornton



/s/ WINSTON CABELL                         Director                                   November 3, 2006
------------------------------------
Winston Cabell

</TABLE>






















                                      II-3
[{"type": "S-8", "sequence": "1", "filename": "s-8_patch.txt", "description": "S-8 PATCH INTERNATIONAL", "secsgml_size_bytes": 50691}]
{"company-data": {"conformed-name": "PATCH INTERNATIONAL INC/CN", "cik": "0001064481", "assigned-sic": "1311", "irs-number": "980173610", "state-of-incorporation": "NV", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138455", "film-number": "061190310"}, "business-address": {"street1": "666 BURRARD ST., #1220", "city": "VANCOUVER BC CANADA", "state": "A1", "zip": "V6C 2X8", "phone": "604 685-0002"}, "mail-address": {"street1": "666 BURRARD ST., #1220", "city": "VANCOUVER BC CANADA", "state": "A1", "zip": "V6C 2X8"}, "former-company": {"former-conformed-name": "PRAXIS PHARMACEUTICALS INC/CN", "date-changed": "19991221"}}
As filed on November 3, 2006           Registration Statement No. 333-__________

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            PATCH INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

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

      1220 - 666 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA V6C 2X8 CANADA
           (Address of principal executive offices)         (Zip code)

                             2006 STOCK OPTION PLAN
                            (Full title of the plan)

                            JOHN THORNTON, PRESIDENT
                            PATCH INTERNATIONAL INC.
                            1220 - 666 BURRARD STREET
                   VANCOUVER, BRITISH COLUMBIA V6C 2X8 CANADA
                     (Name and address of agent for service)

                                 (604) 688-2790
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             FAY M. MATSUKAGE, ESQ.
                   DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.
                          455 SHERMAN STREET, SUITE 300
                                DENVER, CO 80203
                                 (303) 777-3737
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF                            PROPOSED MAXIMUM       PROPOSED MAXIMUM
   SECURITIES TO BE          AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
      REGISTERED              REGISTERED                SHARE                  PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Shares of common stock         1,500,000              $0.84 (2)
$1,260,000 (2)
$134.82
underlying stock              shares (1)
options
----------------------------------------------------------------------------------------------------------------
(1)
The 2006 Stock Option Plan authorizes the issuance of a maximum of
         1,500,000 common shares in the capital of Patch International Inc. All
         of these common shares are being registered under this Form S-8
         Registration Statement. Pursuant to Rule 416 under the Securities Act,
         this Registration Statement shall also cover any additional shares of
         the common stock of the Company which become issuable by reason of any
         stock split, stock dividend, recapitalization, or other similar
         transaction effected without the Registrant's receipt of consideration
         which results in an increase in the number of the outstanding shares of
         the Registrant's common stock.

(2)
The price is estimated in accordance with Rule 457(c) and (h) under the
         Securities Act of 1933, as amended, solely for the purpose of
         calculating the registration fee, based on the average of the bid and
         asked prices of the common stock as reported on the OTC Bulletin Board
         on November 1, 2006.
EXPLANATORY NOTE

This Registration Statement contains two parts. The first part contains a
"Reoffer Prospectus," which has been prepared in accordance with the
requirements of Part I of Form S-3 (as required by Section C.1. of the General
Instructions to Form S-8). The Reoffer Prospectus will be used for reoffers and
resales by affiliates of Patch International Inc. (the "Registrant") of shares
of common stock of the Registrant to be issued upon exercise of options granted
or to be granted pursuant to the Registrant's 2006 Stock Option Plan. The second
part contains information required in the registration statement pursuant to
Part II of Form S-8. Pursuant to the introductory note to Part I of Form S-8,
the plan information, which constitutes part of the "Plan Prospectus," is not
being filed with the Securities and Exchange Commission.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I, Items 1 and 2 of
Form S-8, will be sent or given to any recipient of a stock option or stock
award in accordance with Form S-8 and Rule 428(b)(1) of the Securities Act. We
will furnish without charge to any person to whom information is required to be
delivered, upon written or oral request, a copy of each document incorporated by
reference in Item 3 of Part II of this Registration Statement, which documents
are incorporated by reference in the Section 10(a) prospectus, and any other
documents required to be delivered to them under Rule 428(b) of the Securities
Act. Requests should be directed to

John Thornton, Interim President
Patch International Inc.
1220 - 666 Burrard Street
Vancouver, B.C. V6C 2X8 Canada
(604) 688-0700

The re-offer prospectus follows this paragraph.

                                       ii
REOFFER PROSPECTUS

                        1,500,000 SHARES OF COMMON STOCK
                                       OF
                            PATCH INTERNATIONAL INC.

         This prospectus is being used in connection with the offering from time
to time by certain selling stockholders of our company or their successors in
interest in shares of the common stock which may be acquired upon the exercise
of stock options issued or to be issued pursuant to our 2006 Stock Option Plan.

         The closing bid price of our common stock on November 1, 2006, as
reported by the OTC Bulletin Board was $0.88.

         This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

         You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus.

         The common stock may be sold from time to time by the selling
stockholders or by their pledgees, donees, transferees or other successors in
interest. Such sales may be made in the over-the-counter market or otherwise at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The common stock may be sold by one
or more of the following: (a) block trades in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell
portions of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchases. In effecting sales, brokers
or dealers engaged by the selling stockholders may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from selling stockholders in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating brokers or dealers may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Act") in connection with such sales. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus. We will
not receive any of the proceeds from the sale of these shares, but we will
receive proceeds to the extent that currently outstanding options are exercised,
and we have paid the expenses of preparing this prospectus and the related
registration statement.

         THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE "RISK
FACTORS" BEGINNING ON PAGE 3.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

            The date of this reoffer prospectus is November 3, 2006.
TABLE OF CONTENTS

                                                                            PAGE

SUMMARY...................................................................    3

RISK FACTORS..............................................................    3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.........................    6

USE OF PROCEEDS...........................................................    6

SELLING STOCKHOLDERS......................................................    6

PLAN OF DISTRIBUTION......................................................    7

INDEMNIFICATION OF DIRECTORS AND OFFICERS.................................    8

LEGAL MATTERS.............................................................    8

EXPERTS...................................................................    8

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................    8

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US........................    9

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

         NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                                       2
SUMMARY

         The following summary contains basic information about Patch
International Inc. and this prospectus. It may not contain all of the
information that is important to you. For a more complete understanding, we
encourage you to read the entire prospectus and the documents incorporated by
reference into this prospectus. In this prospectus, the words "Patch,"
"Company," "we," "our," and "us" refer to Patch International Inc and our
consolidated subsidiaries.

         Our business is the exploration, development and production of oil and
natural gas reserves. The main focus is on producing oil and gas assets located
in the Kerrobert area in the Province of Saskatchewan, Canada and on other oil
and gas assets, including oilsands leases, located in Alberta, Canada. Principal
capital expenditures of the Company through May 31, 2006 were $3,158,070 for the
acquisition, exploration, and development of its interests in the oil and gas
properties.

         At August 31, 2006, we owned 6,091,937 ordinary shares of Pharmaxis
Ltd. ("Pharmaxis"), an Australian company listed on the Australian Stock
Exchange. We have been selling these shares and intend to use a portion of the
proceeds from this investment to build our oil and gas assets. With regard to
the other portion of the proceeds, we are proposing the distribution of a cash
dividend on a pro-rata basis of 50% of the net proceeds. Net proceeds include
the costs associated with the sale of the Pharmaxis shares and related taxes. We
have fixed July 30, 2004 as the record date. The distribution is subject to the
Company receiving all required regulatory approvals.

          Our principal executive offices are located at 666 Burrard Street,
Suite 1220, Vancouver, British Columbia V6C 2X8 Canada. Our telephone number is
(604) 688-2790.

                                  RISK FACTORS

         An investment in the common stock being offered for resale by the
selling shareholders is very risky. You should carefully consider the risk
factors described below, together with all other information in this prospectus
before making an investment decision. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations. If any of the following risks actually occurs, our
business, financial conditions or operating results could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

WE HAVE A LIMITED OPERATING HISTORY AND HAVE GENERATED ONLY VERY LIMITED
REVENUES.

         We earned limited production revenue. We have not yet generated any
proved resources on any of our properties. Our principal activities have been
raising capital through the sale of our securities and our Pharmaxis shares and
identifying, evaluating and acquiring potential oil and gas properties.

THE LACK OF PRODUCTION AND ESTABLISHED RESERVES FOR OUR PROPERTIES IMPAIRS OUR
ABILITY TO RAISE CAPITAL.

         As of August 31, 2006, we have established very limited production of
oil and natural gas from a limited number of wells, and have no properties for
which reserves have been established, making it more difficult to raise the
amount of capital needed to fully exploit the production potential of our
properties. Therefore, we have had to rely on proceeds from the sale of our
Pharmaxis shares to raise capital for our oil and gas operations.

THE VOLATILITY OF NATURAL GAS AND OIL PRICES COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

         We are producing and selling oil and gas only on a limited basis at
this time. However, the prices of natural gas and oil affect our business to the
extent that such prices influence a decision to invest in our company. If the
prices of natural gas and oil are low, investors may decide to invest in other
industries.

                                       3
THE DEVELOPMENT OF OIL AND GAS PROPERTIES INVOLVES SUBSTANTIAL RISKS THAT MAY
RESULT IN A TOTAL LOSS OF INVESTMENT.

         The business of exploring for and producing oil and gas involves a
substantial risk of investment loss that even a combination of experience,
knowledge, and careful evaluation may not be able to overcome. Drilling oil and
gas wells involves the risk that the wells will be unproductive or that,
although productive, the wells do not produce oil and/or gas in economic
quantities. There is no way to predict in advance of drilling and testing
whether any prospect encountering oil or gas will yield oil or gas in sufficient
quantities to cover drilling or completion costs or to be economically viable.
The seismic data, other technologies, and the study of producing fields in the
area do not enable us to know conclusively prior to drilling that oil and gas
will be present, or if present, if it is in commercial quantities. We cannot
assure anyone that the analogies that we draw from available data from other
wells, more fully explored prospects, or producing fields will be applicable to
our drilling prospects.

         Other hazards, such as unusual or unexpected geological formations,
pressures, fires, blowouts, loss of circulation of drilling fluids or other
conditions may substantially delay or prevent completion of any well. Adverse
weather conditions can also hinder drilling operations.

IF WE ARE NOT THE OPERATOR OF OUR WELLS, WE WILL HAVE LITTLE OR NO CONTROL OVER
THE PROJECT.

         If we are not the operator of the wells in which we have an interest,
we will have limited or no control over the project. More specifically, we will
have limited or no control over the following:

           o   the timing of the drilling and recompleting of wells;
           o   the timing and amounts of production; and
           o   the development and operating costs.

In addition, if we should produce natural gas, we may experience possible
negative gas balance conditions because the operator may sell to a purchaser
other than ours, which may cause a delay in the sale of gas to our interests.

WE MAY INCUR LOSSES AS A RESULT OF TITLE DEFICIENCIES IN THE PROPERTIES IN WHICH
WE INVEST.

         It is our practice in acquiring oil and gas leases or undivided
interests in oil and gas leases not to undergo the expense of retaining lawyers
to examine the title to the mineral interest to be placed under lease or already
placed under lease. Rather, we will rely upon the judgment of oil and gas lease
brokers or landsmen who perform the field work in examining records in the
appropriate governmental office before attempting to place under lease a
specific mineral interest. This practice is widely followed in the oil and gas
industry. Prior to the drilling of an oil and gas well, however, it is the
normal practice in the oil and gas industry for the person or company acting as
the operator of the well to obtain a preliminary title review of the spacing
unit within which the proposed oil and gas well is to be drilled to ensure there
are no obvious deficiencies in title to the well; however, neither we nor the
person or company acting as operator of the well will obtain counsel to examine
title to such spacing unit until the well is about to go into production. It
frequently happens, as a result of such examinations, that certain curative work
must be done to correct deficiencies in the marketability of the title, and such
curative work entails expense. The work might include obtaining affidavits of
heirship or causing an estate to be administered. It does happen, from time to
time, that the examination made by the title lawyers reveals that the oil and
gas lease or leases are worthless, having been purchased in error from a person
who is not the owner of the mineral interest desired. In such instances, the
amount paid for such oil and gas lease or leases is generally lost.

WE ARE SUBJECT TO ENVIRONMENTAL REGULATIONS THAT CAN ADVERSELY AFFECT THE TIMING
AND COST OF OUR OPERATIONS.

         In general, our exploration activities are subject to certain federal,
state, provincial and local laws and regulations relating to environmental
quality and pollution control. Such laws and regulations increase the costs of
these activities and may prevent or delay the commencement or continuance of a
given operation. Compliance with these laws and regulations has not had a
material effect on our operations or financial condition to date. Specifically,
we are subject to legislation regarding emissions into the environment, water
discharges, and storage and disposition of hazardous wastes. In addition,
legislation has been enacted which requires well and facility sites to be
abandoned

                                       4
and reclaimed to the satisfaction of government authorities. As of this date, we
are unable to predict the ultimate cost of compliance.

WE ARE SUBJECT TO GOVERNMENTAL REGULATIONS THAT MAY ADVERSELY AFFECT THE COST OF
OUR OPERATIONS.

         Oil and gas exploration, development and production are subject to
various types of regulation by local, state, provincial and federal agencies.
Legislation affecting the oil and gas industry is under constant review for
amendment and expansion. Also, numerous departments and agencies, at federal,
province and state levels, are authorized by statute to issue and have issued
rules and regulations binding on the oil and gas industry and its individual
members, some of which carry substantial penalties for failure to comply. The
regulatory burden on the oil and gas industry increases our cost of doing
business and, consequently, affects our profitability. The possibility exists
that laws and regulations enacted in the future will adversely affect the oil
and gas industry. Such new legislation or regulations could drive up the cost of
doing business to the point where our projects would not be economically
feasible.

         Most areas in which we own and operate properties have statutes, rules
and regulations governing conservation matters including the unitization or
pooling of oil and gas properties, establishment of maximum rates of production
from oil and gas wells and the spacing of such wells.

OUR COMPETITORS MAY HAVE GREATER RESOURCES THAT COULD ENABLE THEM TO PAY A
HIGHER PRICE FOR PROPERTIES.

         The oil and gas industry is intensely competitive and we compete with
other companies which have greater resources. Many of such companies not only
explore for and produce crude oil and natural gas but also carry on refining
operations and market petroleum and other products on a worldwide basis. Such
companies may be able to pay more for productive oil and natural gas properties
and exploratory prospects, and to define, evaluate, bid for and purchase a
greater number of properties and prospects than our financial or human resources
permit. Our ability to acquire additional properties and to discover reserves in
the future will be dependent upon our ability to evaluate and select suitable
properties, to obtain funding and to consummate transactions in a highly
competitive environment. There is also competition between the oil and gas
industry and other industries with respect to the supply of energy and fuel to
industrial, commercial and individual customers. At this stage of our
development, we cannot predict if we will be able to compete effectively against
such companies.

OUR FUTURE OPERATING RESULTS MAY FLUCTUATE AND CAUSE THE PRICE OF OUR COMMON
STOCK TO DECLINE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR INVESTORS.

         Our limited operating history and the lack of production or reserve
reports on our properties make it difficult to predict accurately our future
operations. We expect that our operating results will fluctuate significantly
from quarter to quarter, due to a variety of factors, many of which are beyond
our control. If our operating results fall below the expectations of investors
or securities analysts, the price of our common stock could decline
significantly. The factors that could cause our operating results to fluctuate
include, but are not limited to:

            o   worldwide or regional demand for energy;
            o   domestic and foreign supply of natural gas and oil;
            o   weather conditions;
            o   domestic and foreign governmental regulations;
            o   political conditions in natural gas or oil producing regions;
            o   price and availability of alternative fuels;
            o   availability and cost of drilling equipment;
            o   our ability to establish and maintain key relationships with
                lessors, drilling partners and drilling funds;
            o   the amount and timing of operating costs and capital
                expenditures relating to maintaining our business, operations,
                and infrastructure; and
            o   general economic conditions and economic conditions specific to
                the energy sector.

                                       5
These and other external factors have caused and may continue to cause
the market price and demand for our common stock to fluctuate substantially,
which may limit or prevent investors from readily selling their shares of common
stock and may otherwise negatively affect the liquidity of our common stock.

         In the past, securities class action litigation has often been brought
against companies following periods of volatility in the market price of their
securities. If securities class action litigation is brought against us it could
result in substantial costs and a diversion of our management's attention and
resources, which could hurt our business.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION THAT MAY AFFECT THE
LIQUIDITY FOR OUR COMMON STOCK.

         Our common stock is subject to regulations of the Securities and
Exchange Commission relating to the market for penny stocks. These regulations
generally require that a disclosure schedule explaining the penny stock market
and the risks associated therewith be delivered to purchasers of penny stocks
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors. The
regulations applicable to penny stocks may severely affect the market liquidity
for our common stock and could limit your ability to sell your securities in the
secondary market.

TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED THEREBY
MAKING IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES OF OUR COMMON
STOCK.

         Our common stock trades on the OTC Bulletin Board. The OTC Bulletin
Board is not an exchange and, because trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on an
exchange or NASDAQ, you may have difficulty reselling any of the shares that you
purchase from a selling stockholder.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This reoffer prospectus contains forward-looking statements that
involve risks and uncertainties. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "except," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," as
well as the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.
In evaluating these statements, you should specifically consider various
factors, including the risks described above and in other parts of this
prospectus. These factors may cause our actual results to differ materially from
any forward-looking statement. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.

                                 USE OF PROCEEDS

         All of the shares of common stock offered by this prospectus are being
offered by the selling stockholders. We will not receive any proceeds from the
sales of these shares. We will receive proceeds to the extent that currently
outstanding options are exercised. We will use the exercise proceeds, if any,
for working capital and general corporate purposes. No assurance can be given,
however, as to when or if any or all of the options will be exercised. All
expenses of the registration of the shares will be paid for by us. See "Selling
Stockholders" and "Plan of Distribution."

                              SELLING STOCKHOLDERS

         This prospectus relates to the resale of shares of our common stock
issuable to certain selling stockholders pursuant to the exercise of stock
options granted under our 2006 Stock Option Plan (the "Plan").

                                       6
The following table sets forth the name and relationship to Patch and
its affiliates (within the past three years) of each selling stockholder, (1)
the number of shares of common stock that each selling stockholder owned as of
October 31, 2006; (2) the number of shares of common stock that each selling
stockholder may acquire pursuant to the exercise of a previously granted option
or options which hereafter may be granted under the Plan, all of which shares
may be sold pursuant to this prospectus; and (3) the amount of common stock to
be owned by each selling stockholder and (if one percent or more) the percentage
of the class to be owned by such stockholder assuming the grant of the maximum
number of shares issuable under the Plan, the exercise of all option granted
under the Plan, and the sale of all shares acquired upon exercise of such
options.

         The information contained in this table reflects "beneficial" ownership
of common stock within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934. As of October 31, 2006, we had 15,791,774 shares of common stock
outstanding. Beneficial ownership information reflected in the table includes
shares that such individual has the right to acquire within 60 days of October
31, 2006. Unless otherwise noted, all persons referred to above have sole voting
and sole investment power.

         We may amend or supplement this reoffer prospectus from time to time in
the future to update or change this list of selling stockholders and shares
which may be resold.
------------------------------------------------------------------------------------------------------------------------
                                                AMOUNT OF
                                             COMMON STOCK
                                             BENEFICIALLY                         AMOUNT OF COMMON       PERCENTAGE OF
                                              OWNED AS OF      AMOUNT OFFERED    STOCK TO BE OWNED   CLASS TO BE OWNED
NAME                                     OCTOBER 31, 2006              HEREBY   AFTER THE OFFERING  AFTER THE OFFERING
------------------------------------------------------------------------------------------------------------------------
David Stadnyk, More than 10%                2,044,635 (1)
50,000            1,994,635               12.2%
stockholder
------------------------------------------------------------------------------------------------------------------------
John Thornton, Interim President and          242,500 (2)
100,000              142,500                0.9%
Director
------------------------------------------------------------------------------------------------------------------------
Winston Cabell, Director                      472,625 (3)
50,000              422,625                2.6%
------------------------------------------------------------------------------------------------------------------------
-----------------
(1)
Includes 500,000 shares issuable upon exercise of stock options.
(2)
Includes 237,500 shares issuable upon exercise of stock options.
(3)
Includes 225,000 shares issuable upon exercise of stock options.
PLAN OF DISTRIBUTION

         The selling stockholders may, from time to time, elect to sell all or a
portion of the shares offered under this prospectus in the over-the-counter
market. Sales are anticipated to be made at market prices prevailing at the
times of such sales. The selling stockholders may also make private sales
directly or through a broker or brokers, who may act as agent or principal.
Further, they may choose to dispose of the shares offered under this prospectus
by gift to a third party or as a donation to a charitable or other non-profit
entity. In connection with any sales, the selling stockholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The amount of securities to be reoffered or resold by
means of this reoffer prospectus, by each person, and any other person with whom
he or she is acting in concert for the purpose of selling our securities, may
not exceed, during any three-month period, the amount specified in Rule 144(e)
under the Securities Act.

         Any broker-dealer participating in such transactions as agent may
receive commissions from the selling stockholders (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the selling stockholders.
Broker-dealers may agree with them to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
them. Broker-dealers who acquire shares as principal may thereafter resell such
shares from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-

                                       7
counter market, in negotiated transactions or otherwise at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay to or receive commissions from the purchasers of such
shares.

         We have advised the selling stockholders that the anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the selling stockholders
and their affiliates. In addition, we will make copies of this reoffer
prospectus available to the selling stockholders and have informed them of the
possible need for delivery of copies of this reoffer prospectus to purchasers on
or prior to sales of the shares offered under this reoffer prospectus. The
selling stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.

         Any securities covered by this reoffer prospectus, which qualify for
sale pursuant to Rule 144 under the Securities Act, may be sold under those
rules rather than pursuant to this reoffer prospectus.

         There can be no assurance that the selling stockholders will sell any
or all of the shares of common stock offered under this reoffer prospectus.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 78.7502 of the Nevada Revised Statutes and Article VI of the
our articles of incorporation permit us to indemnify our officers and directors
and certain other persons against expenses in defense of a suit to which they
are parties by reason of such office, so long as the persons conducted
themselves in good faith and the persons reasonably believed that their conduct
was in our best interests or not opposed to our best interests, and with respect
to any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. Indemnification is not permitted in connection with a
proceeding by or in the right of the corporation in which the officer or
director was adjudged liable to the corporation or in connection with any other
proceeding charging that the officer or director derived an improper personal
benefit, whether or not involving action in an official capacity.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in that act and is therefore unenforceable.

                                  LEGAL MATTERS

         The validity of the common stock offered hereby will be passed upon for
us by Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado.

                                     EXPERTS

         The consolidated financial statements as of May 31, 2006 and for each
of the two years in the period ended May 31, 2006 incorporated in this reoffer
prospectus by reference from our Annual Report on Form 10-KSB for the fiscal
year ended May 31, 2006 have been so included in reliance on the report of
Morgan & Company, an independent registered public accounting firm, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon its authority as experts in accounting and
auditing.

                                       8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Securities and Exchange
Commission are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:

    o    our Annual Report on Form 10-KSB for the fiscal year ended May 31,
         2006;
    o    our Quarterly Report on Form 10-QSB for the fiscal quarter ended August
         31, 2006;
    o    the description of our common stock, par value $.001 per share,
         contained in Part I, Item 8 of Amendment No. 5 to our Registration
         Statement on Form 10-SB filed on October 13, 2000; and
    o    all reports and other documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
         filing of a post-effective amendment which indicates that all
         securities offered hereby have been sold or which deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of the filing of
         such reports and documents.

         We will furnish without charge to each person to whom the reoffer
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all of the documents incorporated by reference (other than exhibits
to such documents). Requests should be directed to the attention of John
Thornton at Patch International Inc., 1220 - 666 Burrard Street, Vancouver,
British Columbia V6C 2X8 Canada, telephone number (604) 688-2790.

               WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act, with respect to the
common stock offered by this reoffer prospectus. As permitted by the rules and
regulations of the Commission, this reoffer prospectus, which is a part of the
registration statement, omits certain information, exhibits, schedules and
undertakings set forth in the registration statement. For further information
pertaining to our company and the common stock offered hereby, reference is made
to such registration statement and the exhibits and schedules thereto. A copy of
the registration statement may be inspected without charge at the Public
Reference Room of the SEC at 100 F Street, N.E. Washington, D.C. 20549. Copies
of all or any part of the registration statement may be obtained from such
offices upon the payment of the fees prescribed by the SEC. For further
information, please call the SEC at 1-800-SEC-0330. In addition, registration
statements and certain other filings made with the Commission through its
Electronic Data Gathering, Analysis and Retrieval system, including our
registration statement and all exhibits and amendments to our registration
statements, are publicly available through the Commission's website at
http://www.sec.gov.

         We are subject to the information and reporting requirements of the
Exchange Act and, in accordance therewith, will file periodic reports, proxy
statements and other information with the Securities and Exchange Commission.

                                       9
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)  Annual Report of the Registrant on Form 10-KSB for the fiscal year
              ended May 31, 2006, Commission File No. 0-28627;

         (b)  Quarterly Report of the Registrant on Form 10-QSB for the fiscal
              quarters ended August 31, 2006, Commission File No. 0-28627; and

         (c)  the description of the Registrant's common stock, par value $.001
              per share, contained in Part I, Item 8 of Amendment No. 5 to the
              Registration Statement on Form 10-SB filed on October 13, 2000.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934 after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada Revised Statutes and Article VI of the Company's
Articles of Incorporation permit the Company to indemnify its officers and
directors and certain other persons against expenses in defense of a suit to
which they are parties by reason of such office, so long as the persons
conducted themselves in good faith and the persons reasonably believed that
their conduct was in the Company's best interests or not opposed to the
Company's best interests, and with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful. Indemnification
is not permitted in connection with a proceeding by or in the right of the
corporation in which the officer or director was adjudged liable to the
corporation or in connection with any other proceeding charging that the officer
or director derived an improper personal benefit, whether or not involving
action in an official capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

--------------------------------------------------------------------------------
   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------
     4.1       2006 Stock Option Plan
--------------------------------------------------------------------------------
     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------
    23.1       Consent of Morgan & Company.
--------------------------------------------------------------------------------

                                      II-1
--------------------------------------------------------------------------------
   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------
    23.2       Consent of Dill Dill Carr Stonbraker & Hutchings, P.C.
               (incorporated by reference into Exhibit 5.1)
--------------------------------------------------------------------------------

ITEM 9.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

     (i)    To  include  any  prospectus  required  by  section  10(a)(3) of the
            Securities Act of 1933;

     (ii)   To  reflect  in the prospectus any facts or events arising after the
            effective  date of the  registration  statement  (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20% change in the maximum aggregate offering price set forth in
            the  "Calculation  of  Registration  Fee"  table  in  the  effective
            registration statement.

     (iii)  To  include  any  material  information  with respect to the plan of
            distribution not previously disclosed in the registration  statement
            or any  material  change  to such  information  in the  registration
            statement.; provided, however, that paragraphs (1)(i) and (1)(ii) do
            not  apply  if  the  information   required  to  be  included  in  a
            post-effective amendment by those paragraphs is contained in reports
            filed with or furnished to the Commission by the registrant pursuant
            to Section 13 or Section  15(d) of the  Securities  Exchange  Act of
            1934 that are  incorporated  by  reference  into  this  registration
            statement.

(2)  That, for the purpose of determining any liability under the Securities Act
     of  1933,  each  such  post-effective amendment shall be deemed to be a new
     registration statement relating  to the securities offered therein, and the
     offering of such securities at that  time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To  remove from  registration by means of a post-effective amendment any of
     the securities  being registered  which remain unsold at the termination of
     the offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual  report  pursuant  to section  13(a) or section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer,  or controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-2
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Vancouver,  Province of British Columbia,  Canada, on
November 3, 2006.

                                        PATCH INTERNATIONAL INC.

                                        By:  /s/ JOHN THORNTON
                                           -------------------------------------
                                            John Thornton, Interim President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
SIGNATURE                                     TITLE                              DATE
Interim President and director
                                           (Principal Executive, Financial, and
/s/ JOHN THORNTON                          Accounting Officer)                        November 3, 2006
-----------------------------------
John Thornton

/s/ WINSTON CABELL                         Director                                   November 3, 2006
------------------------------------
Winston Cabell
II-3