As filed on April 30, 2002               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

                           PRAXIS PHARMACEUTICALS INC.
             (Exact name of registrant as specified in its charter)

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

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

                      STOCK OPTION GRANTED TO DAVID STADNYK
                            (Full title of the plan)

                             ROBERT SMART, SECRETARY
                           PRAXIS PHARMACEUTICALS INC.
                          595 HORNBY STREET, SUITE 600
                   VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
                     (Name and address of agent for service)

                                 (604) 899-5303
          (Telephone number, including area code, of agent for service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE

<CAPTION>
-----------------------------------------------------------------------------------------------------------------

                                                  PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED            REGISTERED                SHARE                  PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                   <C>                       <C>

Shares of common stock          200,000               $0.08 (2)<F2>         $16,000 (2)<F2>           $0.48
underlying stock              shares (1)<F1>
option to David Stadnyk
-----------------------------------------------------------------------------------------------------------------

TOTAL                           200,000                                     $16,000 (2)<F2>           $0.48
                              shares (1)<F1>
----------------------------------------------------------------------------------------------------------------
<FN>
(1)<F1>  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>  Calculated pursuant to Rule 457(h)(1) under the Securities Act based on
         the exercise price of the options.
</FN>
</TABLE>


<PAGE>


                                EXPLANATORY NOTE

This   Registration   Statement  has  been  prepared  in  accordance   with  the
requirements  of Form S-8 under the  Securities  Act, to register  shares of our
common stock,  $.001 par value per share,  issuable  pursuant to stock  options.
Under cover of this Form S-8 is our reoffer  prospectus  prepared in  accordance
with Part I of Form S-3 under the  Securities  Act. Our reoffer  prospectus  has
been prepared  pursuant to  Instruction  C of Form S-8, in  accordance  with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed basis in the future of "restricted  securities" which
may be issued, pursuant to stock options.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

We will send or give the documents containing the information  specified in Part
1 of  Form  S-8 to  employees  as  specified  by  the  Securities  and  Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file these
documents with the Commission either as part of this  Registration  Statement or
as prospectuses or prospectus supplements under Rule 424 of the Securities Act.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Praxis Pharmaceuticals Inc., a Utah corporation,  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 Robert  Smart at Praxis  Pharmaceuticals
Inc., 595 Hornby Street, Suite 600, Vancouver,  British Columbia V6C 1A4 Canada,
telephone number (604) 899-5303.


<PAGE>




                               REOFFER PROSPECTUS



                         200,000 SHARES OF COMMON STOCK


                           Praxis Pharmaceuticals Inc.
                          595 Hornby Street, Suite 600
                   Vancouver, British Columbia V6C 1A4 Canada
                                 (604) 899-5303


         This reoffer prospectus relates to 200,000 shares of the common stock
of Praxis Pharmaceuticals Inc. which may be offered and resold from time to time
by the selling stockholder identified in this prospectus for his own account. It
is anticipated that the selling stockholder will offer shares for sale at
prevailing prices on the OTC Bulletin Board on the date of sale. We will receive
no part of the proceeds from sales made under this reoffer prospectus. The
selling stockholder will bear all sales commissions and similar expenses. Any
other expenses incurred by us in connection with the registration and offering
and not borne by the selling stockholder will be borne by us.

         The selling stockholder and any broker executing selling orders on
behalf of him may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event commissions received by such broker may be deemed
to be underwriting commissions under the Securities Act.

         Our common stock is traded on the OTC Bulletin Board under the symbol
"PRXX." On April 29, 2002, the last reported price of our common stock on such
market was $0.08 per share.

         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 April 30, 2002.


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

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

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

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

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

SELLING STOCKHOLDER........................................................    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


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



         You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer
prospectus.



                                       2
<PAGE>


                                     SUMMARY

         Praxis Pharmaceuticals Inc. was formed in response to an apparent
market opportunity in the pharmaceutical industry for small molecular agents
capable of moderating inflammatory responses. The founding individuals
recognized several significant diseases, which are inadequately served by
current therapies, as providing this opportunity. We are a startup company,
which commenced operations in July 1997. Our mission is to develop a unique
panel of therapeutics based on carbohydrate chemistry. To achieve that mission,
we plan to acquire licenses for products or intellectual property from other
organizations or companies when and if there is sufficient evidence that this
would facilitate the expansion of the range of therapeutics that we have in our
product line. We also plan to develop new drugs internally. The drugs are
intended to be used in the control of inflammation in a range of indications,
such as skin conditions to autoimmune diseases. The technology also has
applicability in the cosmetic and nutraceutical markets and agents for wrinkles
and other conditions are being developed for these markets.

         To date, we have not generated any revenues from product sales,
royalties, or license fees.

         Our principal executive offices are located at 595 Hornby Street, Suite
600, Vancouver, British Columbia V6C 1A4 Canada. Our telephone number is (604)
899-5303.


                                  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 HISTORY OF OPERATING LOSSES AND HAVE NOT YET GENERATED ANY REVENUES.
WE MAY NEVER BECOME PROFITABLE.

         Although we commenced operations in July 1997, we have not yet
generated any revenues. Additionally, we have a limited operating history upon
which potential investors may evaluate our performance. Through February 28,
2002, we have generated an accumulated deficit of $1,269,838. For the years
ended May 31, 2001 and 2000, we incurred net losses of $185,064 and $230,173,
respectively. We expect to incur significant operating losses over at least the
next three years. Our future operations may not be profitable. We must consider
the likelihood of our success relative to the problems, difficulties,
complications, and delays frequently encountered in connection with the
development and operation of a new business, particularly in the pharmaceutical
industry.

IF WE DO NOT OBTAIN ADEQUATE FINANCING TO FUND OUR FUTURE OPERATIONS AND TO
COMPLETE DEVELOPMENT AND INTRODUCE PRODUCTS WE MAY NOT BE ABLE TO SUCCESSFULLY
IMPLEMENT OUR BUSINESS PLAN.

         Our near-term goals are to

            o     raise the funds necessary for the next five years of company
                  research and development activities through share offerings
                  and cash flow derived from sales and or licensing agreements
                  on cosmetic products;
            o     invest in a dedicated research facility and personnel; and
            o     generate pre-clinical and early clinical results for the lead
                  compounds.

         Over the long term, our goal is to develop strategic alliances with
established pharmaceutical companies in order to conduct large scale, late stage
clinical trials and to market approved therapeutics.


                                       3
<PAGE>

         Until such time as we obtain agreements with third-party licensees or
partners to provide funding for our anticipated research and development
activities, we will be dependent upon proceeds from the sale of securities.
Further, substantial funds will be required before we will be able to generate
revenues sufficient to support our operations. We cannot assure you that we will
be able to obtain such additional funds on favorable terms, if at all. Our
inability to raise sufficient funds could require us to delay, scale back, or
eliminate certain research and development programs.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

         The report of our independent auditors includes an explanatory
paragraph relating to the uncertainty of our ability to continue as a going
concern. We have suffered significant operating losses since inception, require
additional financing, and need to continue the development of our products. Our
consolidated financial statements do not include any adjustments that might
result from the outcome of that uncertainty. We cannot assure you that we will
be able to develop a commercially viable product. Even if we were able to
develop a commercially viable product, we cannot assure you that we will be able
to attain profitable operations.

WE HAVE NOT COMPLETED THE DEVELOPMENT OF ANY PRODUCTS AND, AS A RESULT, WE HAVE
HAD NO REVENUES FROM THE SALE OF PRODUCTS SINCE INCEPTION AND WE DO NOT EXPECT
TO BE PROFITABLE FOR SEVERAL MORE YEARS.

         Although we have demonstrated in pre-clinical studies that our
carbohydrate compounds may have applicability in a broad range of diseases,
clinical studies are yet to be performed to confirm these findings. Our proposed
products are in the early development stage, require significant further
research, development, testing and regulatory clearances, and are subject to the
risks of failure inherent in the development of products based on innovative
technologies. These risks include the possibilities that any or all of the
proposed products may be found to be ineffective or toxic, or otherwise may fail
to receive necessary regulatory clearances; that the proposed products, although
effective, may be uneconomical to market; or that third parties may market
superior or equivalent products. Due to the extended testing and regulatory
review process required before marketing clearance can be obtained, we do not
expect to be able to realize revenues from the sale to consumers of any drugs
within the next five years.

IF WE DO NOT OBTAIN GOVERNMENTAL APPROVALS FOR OUR PRODUCTS, WE WILL BE UNABLE
TO MARKET THEM.

         We will not be able to commercialize our products until we have
acceptable clinical trial results and regulatory approval from the Food and Drug
Administration and foreign regulatory authorities. The FDA and other regulatory
authorities require that the safety and efficacy of a drug be supported by
results from adequate and well-controlled clinical trials before approval for
commercial sale. If the results of the clinical trials of our products do not
demonstrate that they are safe and effective (specifically, that the results
show that the product is statistically significant in altering the course of the
disease), we will not be able to submit to the FDA a New Drug Application or
other relevant applications for pre-market approval. Further, the results of
pre-clinical testing and initial clinical trials do not necessarily predict how
safe and effective a product will be when it is evaluated in large-scale Phase
III clinical trials. It is possible that unacceptable side effects may be
discovered at any time. A number of companies have suffered significant setbacks
in advanced clinical trials, despite promising results in earlier trials.

         Even if we believe the clinical trials demonstrate the safety and
efficacy of a product, the FDA and other regulatory authorities may not accept
our assessment of the results. In order to demonstrate the safety and efficacy
of the products we may have to conduct additional clinical trials beyond those
currently planned. The process of obtaining regulatory clearances or approvals
is costly and time-consuming.

WE MAY EXPERIENCE DIFFICULTIES IN THE INTRODUCTION OF NEW PRODUCTS THAT COULD
RESULT IN OUR HAVING TO INCUR SIGNIFICANT UNEXPECTED EXPENSES OR DELAY THE
LAUNCH OF NEW PRODUCTS.

         Assuming we complete the research and development phase, we cannot
predict how long our pre-clinical and clinical trials will take or whether they
will be successful. We expect the rate of completion of any clinical trials for
our products will depend on many factors, including obtaining adequate clinical
supplies and the rate of

                                       4

<PAGE>

patient recruitment. Patient recruitment is a function of many factors,
including the size of the patient population, the proximity of patients to
clinical sites, and the eligibility criteria for patients who may enroll in the
trial. We may experience increased costs, program delays, or both, if there are
delays in patient enrollment in the clinical trials.

         Our proposed products are in various stages of development. They may
not be completed in time to allow production or marketing due to the inherent
risks of new product and pharmaceutical development, limitations on financing,
competition, loss of key personnel and other factors. Unanticipated clinical or
regulatory obstacles can arise at any time and result in lengthy and costly
delays or in a determination that further development is not feasible.

         The development of our proposed products and processes has taken longer
than anticipated and could be additionally delayed. Therefore, we cannot assure
you of timely completion and introduction of these products on a cost-effective
basis, or that these products, if introduced, will achieve sufficient market
acceptance to allow us to achieve profitable operations.

INTENSE COMPETITION FROM EXISTING AND NEW ENTITIES MAY ADVERSELY AFFECT OUR
REVENUES AND PROFITABILITY.

         We face significant competition in the area of pharmaceutical research.
Due to our small size, it can be assumed that most if not all of our competitors
have significantly greater financial, technical, and other resources. These
competitors may be able to respond more quickly to new or emerging technologies
than we can. Also, our competitors and potential competitors have greater name
recognition and ability to enter into strategic partnerships to engage in new
research and development efforts. To compete, we may be forced to narrow its
research and development focus, thereby reducing our likelihood for success.

WE DEPEND ON OUR KEY MANAGEMENT PERSONNEL AND THE LOSS OF THEIR SERVICES COULD
HARM OUR BUSINESS.

         We place substantial reliance upon the efforts and abilities of our
executive officers, Dr. Brett Charlton, our President and Medical Director, and
Dr. William Cowden, our Vice President and Scientific Director. The loss of the
services of either of them could have a material adverse effect on our business,
operations, or prospects. We presently do not have employment agreements with
any of them. We presently do not maintain key man life insurance on the lives of
these individuals.

OUR STOCK PRICE WILL FLUCTUATE AFTER THIS OFFERING, WHICH COULD RESULT IN
SUBSTANTIAL LOSSES FOR INVESTORS.

         The market price for our common stock may fluctuate significantly in
response to a number of factors, some of which are beyond our control. These
factors include:

    o        Quarterly variations in operating results;
    o        Changes in financial estimates by securities analysts;
    o        Announcements by us or our competitors of new products, significant
             contracts, acquisitions or strategic relationships;
    o        Disputes concerning our patents or proprietary rights;
    o        Publicity about our company, our products or our competitors;
    o        Publicity regarding actual or potential medical results relating to
             products under development by us or our competitors;
    o        Additions or departures of key personnel;
    o        Any future sales of our common stock or other securities; and
    o        Stock market price and volume fluctuations of publicly-traded
             companies.

         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.



                                       5
<PAGE>

         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 the selling shareholders.


                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

         We will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholder.


                               SELLING STOCKHOLDER

         The selling stockholder acquired or will acquire beneficial ownership
of all shares to be registered under this reoffer prospectus through stock
options granted by us. The following table shows the name of the selling
stockholder, the number of shares of common stock beneficially owned by such
stockholder as of the date of this prospectus, and the number of shares of
common stock that he may sell from time to time under this reoffer prospectus.

         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.


                                       6
<PAGE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                 NUMBER OF        NUMBER OF                              PERCENTAGE OF SHARES
                                  SHARES           SHARES                                BENEFICIALLY OWNED (3)<F3>
                               BENEFICIALLY      SUBJECT TO            SHARES           BEFORE            AFTER
SELLING STOCKHOLDER            OWNED (1)<F1>    OPTIONS (2)<F2>      REGISTERED        OFFERING          OFFERING
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>                 <C>               <C>                <C>

David Stadnyk                     200,000          200,000             200,000           1.5%               --
-------------------------------------------------------------------------------------------------------------------

<FN>
(1)<F1>  Represents shares owned beneficially by the named individual, including
         shares that such individual has the right to acquire within 60 days of
         the date of this reoffer prospectus. Unless otherwise noted, all
         persons referred to above have sole voting and sole investment power.

(2)<F2>  Includes shares of our common stock underlying options granted to the
         selling stockholder whether or not exercisable as of, or within 60 days
         of, the date of this reoffer prospectus.

(3)<F3>  Based on 13,362,069 shares outstanding on the date of this reoffer
         prospectus.

</FN>
</TABLE>

                              PLAN OF DISTRIBUTION

         The selling stockholder 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 stockholder may also make private sales
directly or through a broker or brokers, who may act as agent or principal.
Further, he 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 stockholder 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 stockholder (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 stockholder. Broker-dealers
may agree with him 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 stockholder, 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-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 stockholder 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 stockholder
and his affiliates. In addition, we will make copies of this reoffer prospectus
available to the selling stockholder and have informed him 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
stockholder 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.



                                       7
<PAGE>

         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 stockholder will sell any or
all of the shares of common stock offered under this reoffer prospectus.


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 16-10a-901 ET SEQ. of the Utah Business Corporation Act and
Article VIII 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, 2001 and 2000 and
for each of the three years in the period ended May 31, 2001 incorporated in
this reoffer prospectus by reference from our Annual Report on Form 10-KSB for
the fiscal year ended May 31, 2001 have been so included in reliance on the
report of Steele & Co., independent accountants, which is incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.


                 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,
         2001;
    o    our Quarterly Reports on Form 10-QSB for the quarters ended August 31,
         2001, November 30, 2001, and February 28, 2002;
    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

                                       8
<PAGE>

         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 Robert Smart
at Praxis Pharmaceuticals Inc., 595 Hornby Street, Suite 600, Vancouver, British
Columbia V6C 1A4 Canada, telephone number (604) 899-5303.


               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 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the SEC's regional offices located at the Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New
York, New York 10279. 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, 2001, Commission File No. 0-28627.

         (b)      Quarterly  Reports  of the  Registrant on  Form 10-QSB for the
                  quarters  ended  August  31,  2001,  November  30,  2001,  and
                  February 28, 2002, Commission File No. 0-28627.

         (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 16-10a-901 ET SEQ. of the Utah Business Corporation Act and Article VIII
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.


                                      II-1

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

The shares issued upon the exercise of the stock option granted to David Stadnyk
were  issued in  reliance upon  the exemption  from  registration  contained  in
Section 4(2) of the  Securities Act  of 1933.  Mr. Stadnyk  was a former officer
and director and  is currently a  consultant to the registrant.  He is deemed to
be sophisticated with regard in an investment in the registrant. No underwriters
were used.


ITEM 8.  EXHIBITS

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

   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------

     4.1       Stock Option Granted to David Stadnyk
--------------------------------------------------------------------------------

     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------

    23.1       Consent of Steele & Co.
--------------------------------------------------------------------------------

    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 event 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 not more than a 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.

(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.



                                      II-2

<PAGE>

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-3

<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 Canberra, Australian Capital Territory, Australia, on
April 25, 2002.

                                     PRAXIS PHARMACEUTICALS INC.


                                     By:      /S/ BRETT CHARLTON
                                        ----------------------------------------
                                           Dr. Brett Charlton, 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>
                                               President, Medical Director and director
/S/ BRETT CHARLTON                             (Principal Executive Officer)               April 25, 2002
-------------------------------------
Dr. Brett Charlton

                                               Vice President, Scientific Director and
/S/ WILLIAM COWDEN                             director                                    April 25, 2002
-------------------------------------
Dr. William Cowden

                                               Secretary and director (Principal
/S/ ROBERT SMART                               Financial and Accounting Officer)           April 29, 2002
-------------------------------------
Robert Smart

</TABLE>



                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "s8-043002.txt", "description": "S-8 REGISTRATION STATEMENT - 04-30-02", "secsgml_size_bytes": 46906}]
{"company-data": {"conformed-name": "PRAXIS PHARMACEUTICALS INC/CN", "cik": "0001064481", "assigned-sic": "2834", "irs-number": "980173610", "state-of-incorporation": "UT", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87234", "film-number": "02626644"}, "business-address": {"street1": "856 HOMER STREET SUITE 100", "city": "VANCOUVER BC CANADA", "state": "A1", "zip": "V6B 2W5", "phone": "6046465614"}, "mail-address": {"street1": "856 HOMER STREET SUITE 100", "city": "VANCOUVER BC CANADA", "state": "A1", "zip": "V6B 2W5"}}
As filed on April 30, 2002               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

                           PRAXIS PHARMACEUTICALS INC.
             (Exact name of registrant as specified in its charter)

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

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

                      STOCK OPTION GRANTED TO DAVID STADNYK
                            (Full title of the plan)

                             ROBERT SMART, SECRETARY
                           PRAXIS PHARMACEUTICALS INC.
                          595 HORNBY STREET, SUITE 600
                   VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
                     (Name and address of agent for service)

                                 (604) 899-5303
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------

                                                  PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
     BE REGISTERED            REGISTERED                SHARE                  PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Shares of common stock          200,000               $0.08 (2)
$16,000 (2)
$0.48
underlying stock              shares (1)
option to David Stadnyk
-----------------------------------------------------------------------------------------------------------------

TOTAL                           200,000                                     $16,000 (2)
$0.48
                              shares (1)
----------------------------------------------------------------------------------------------------------------
(1)
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)
Calculated pursuant to Rule 457(h)(1) under the Securities Act based on
         the exercise price of the options.
EXPLANATORY NOTE

This   Registration   Statement  has  been  prepared  in  accordance   with  the
requirements  of Form S-8 under the  Securities  Act, to register  shares of our
common stock,  $.001 par value per share,  issuable  pursuant to stock  options.
Under cover of this Form S-8 is our reoffer  prospectus  prepared in  accordance
with Part I of Form S-3 under the  Securities  Act. Our reoffer  prospectus  has
been prepared  pursuant to  Instruction  C of Form S-8, in  accordance  with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on a continuous or delayed basis in the future of "restricted  securities" which
may be issued, pursuant to stock options.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

We will send or give the documents containing the information  specified in Part
1 of  Form  S-8 to  employees  as  specified  by  the  Securities  and  Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file these
documents with the Commission either as part of this  Registration  Statement or
as prospectuses or prospectus supplements under Rule 424 of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Praxis Pharmaceuticals Inc., a Utah corporation,  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 Robert  Smart at Praxis  Pharmaceuticals
Inc., 595 Hornby Street, Suite 600, Vancouver,  British Columbia V6C 1A4 Canada,
telephone number (604) 899-5303.
REOFFER PROSPECTUS

                         200,000 SHARES OF COMMON STOCK

                           Praxis Pharmaceuticals Inc.
                          595 Hornby Street, Suite 600
                   Vancouver, British Columbia V6C 1A4 Canada
                                 (604) 899-5303

         This reoffer prospectus relates to 200,000 shares of the common stock
of Praxis Pharmaceuticals Inc. which may be offered and resold from time to time
by the selling stockholder identified in this prospectus for his own account. It
is anticipated that the selling stockholder will offer shares for sale at
prevailing prices on the OTC Bulletin Board on the date of sale. We will receive
no part of the proceeds from sales made under this reoffer prospectus. The
selling stockholder will bear all sales commissions and similar expenses. Any
other expenses incurred by us in connection with the registration and offering
and not borne by the selling stockholder will be borne by us.

         The selling stockholder and any broker executing selling orders on
behalf of him may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event commissions received by such broker may be deemed
to be underwriting commissions under the Securities Act.

         Our common stock is traded on the OTC Bulletin Board under the symbol
"PRXX." On April 29, 2002, the last reported price of our common stock on such
market was $0.08 per share.

         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 April 30, 2002.
TABLE OF CONTENTS

                                                                            PAGE

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

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

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

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

SELLING STOCKHOLDER........................................................    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

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

         You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of this reoffer
prospectus.

                                       2
SUMMARY

         Praxis Pharmaceuticals Inc. was formed in response to an apparent
market opportunity in the pharmaceutical industry for small molecular agents
capable of moderating inflammatory responses. The founding individuals
recognized several significant diseases, which are inadequately served by
current therapies, as providing this opportunity. We are a startup company,
which commenced operations in July 1997. Our mission is to develop a unique
panel of therapeutics based on carbohydrate chemistry. To achieve that mission,
we plan to acquire licenses for products or intellectual property from other
organizations or companies when and if there is sufficient evidence that this
would facilitate the expansion of the range of therapeutics that we have in our
product line. We also plan to develop new drugs internally. The drugs are
intended to be used in the control of inflammation in a range of indications,
such as skin conditions to autoimmune diseases. The technology also has
applicability in the cosmetic and nutraceutical markets and agents for wrinkles
and other conditions are being developed for these markets.

         To date, we have not generated any revenues from product sales,
royalties, or license fees.

         Our principal executive offices are located at 595 Hornby Street, Suite
600, Vancouver, British Columbia V6C 1A4 Canada. Our telephone number is (604)
899-5303.

                                  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 HISTORY OF OPERATING LOSSES AND HAVE NOT YET GENERATED ANY REVENUES.
WE MAY NEVER BECOME PROFITABLE.

         Although we commenced operations in July 1997, we have not yet
generated any revenues. Additionally, we have a limited operating history upon
which potential investors may evaluate our performance. Through February 28,
2002, we have generated an accumulated deficit of $1,269,838. For the years
ended May 31, 2001 and 2000, we incurred net losses of $185,064 and $230,173,
respectively. We expect to incur significant operating losses over at least the
next three years. Our future operations may not be profitable. We must consider
the likelihood of our success relative to the problems, difficulties,
complications, and delays frequently encountered in connection with the
development and operation of a new business, particularly in the pharmaceutical
industry.

IF WE DO NOT OBTAIN ADEQUATE FINANCING TO FUND OUR FUTURE OPERATIONS AND TO
COMPLETE DEVELOPMENT AND INTRODUCE PRODUCTS WE MAY NOT BE ABLE TO SUCCESSFULLY
IMPLEMENT OUR BUSINESS PLAN.

         Our near-term goals are to

            o     raise the funds necessary for the next five years of company
                  research and development activities through share offerings
                  and cash flow derived from sales and or licensing agreements
                  on cosmetic products;
            o     invest in a dedicated research facility and personnel; and
            o     generate pre-clinical and early clinical results for the lead
                  compounds.

         Over the long term, our goal is to develop strategic alliances with
established pharmaceutical companies in order to conduct large scale, late stage
clinical trials and to market approved therapeutics.

                                       3
Until such time as we obtain agreements with third-party licensees or
partners to provide funding for our anticipated research and development
activities, we will be dependent upon proceeds from the sale of securities.
Further, substantial funds will be required before we will be able to generate
revenues sufficient to support our operations. We cannot assure you that we will
be able to obtain such additional funds on favorable terms, if at all. Our
inability to raise sufficient funds could require us to delay, scale back, or
eliminate certain research and development programs.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

         The report of our independent auditors includes an explanatory
paragraph relating to the uncertainty of our ability to continue as a going
concern. We have suffered significant operating losses since inception, require
additional financing, and need to continue the development of our products. Our
consolidated financial statements do not include any adjustments that might
result from the outcome of that uncertainty. We cannot assure you that we will
be able to develop a commercially viable product. Even if we were able to
develop a commercially viable product, we cannot assure you that we will be able
to attain profitable operations.

WE HAVE NOT COMPLETED THE DEVELOPMENT OF ANY PRODUCTS AND, AS A RESULT, WE HAVE
HAD NO REVENUES FROM THE SALE OF PRODUCTS SINCE INCEPTION AND WE DO NOT EXPECT
TO BE PROFITABLE FOR SEVERAL MORE YEARS.

         Although we have demonstrated in pre-clinical studies that our
carbohydrate compounds may have applicability in a broad range of diseases,
clinical studies are yet to be performed to confirm these findings. Our proposed
products are in the early development stage, require significant further
research, development, testing and regulatory clearances, and are subject to the
risks of failure inherent in the development of products based on innovative
technologies. These risks include the possibilities that any or all of the
proposed products may be found to be ineffective or toxic, or otherwise may fail
to receive necessary regulatory clearances; that the proposed products, although
effective, may be uneconomical to market; or that third parties may market
superior or equivalent products. Due to the extended testing and regulatory
review process required before marketing clearance can be obtained, we do not
expect to be able to realize revenues from the sale to consumers of any drugs
within the next five years.

IF WE DO NOT OBTAIN GOVERNMENTAL APPROVALS FOR OUR PRODUCTS, WE WILL BE UNABLE
TO MARKET THEM.

         We will not be able to commercialize our products until we have
acceptable clinical trial results and regulatory approval from the Food and Drug
Administration and foreign regulatory authorities. The FDA and other regulatory
authorities require that the safety and efficacy of a drug be supported by
results from adequate and well-controlled clinical trials before approval for
commercial sale. If the results of the clinical trials of our products do not
demonstrate that they are safe and effective (specifically, that the results
show that the product is statistically significant in altering the course of the
disease), we will not be able to submit to the FDA a New Drug Application or
other relevant applications for pre-market approval. Further, the results of
pre-clinical testing and initial clinical trials do not necessarily predict how
safe and effective a product will be when it is evaluated in large-scale Phase
III clinical trials. It is possible that unacceptable side effects may be
discovered at any time. A number of companies have suffered significant setbacks
in advanced clinical trials, despite promising results in earlier trials.

         Even if we believe the clinical trials demonstrate the safety and
efficacy of a product, the FDA and other regulatory authorities may not accept
our assessment of the results. In order to demonstrate the safety and efficacy
of the products we may have to conduct additional clinical trials beyond those
currently planned. The process of obtaining regulatory clearances or approvals
is costly and time-consuming.

WE MAY EXPERIENCE DIFFICULTIES IN THE INTRODUCTION OF NEW PRODUCTS THAT COULD
RESULT IN OUR HAVING TO INCUR SIGNIFICANT UNEXPECTED EXPENSES OR DELAY THE
LAUNCH OF NEW PRODUCTS.

         Assuming we complete the research and development phase, we cannot
predict how long our pre-clinical and clinical trials will take or whether they
will be successful. We expect the rate of completion of any clinical trials for
our products will depend on many factors, including obtaining adequate clinical
supplies and the rate of

                                       4
patient recruitment. Patient recruitment is a function of many factors,
including the size of the patient population, the proximity of patients to
clinical sites, and the eligibility criteria for patients who may enroll in the
trial. We may experience increased costs, program delays, or both, if there are
delays in patient enrollment in the clinical trials.

         Our proposed products are in various stages of development. They may
not be completed in time to allow production or marketing due to the inherent
risks of new product and pharmaceutical development, limitations on financing,
competition, loss of key personnel and other factors. Unanticipated clinical or
regulatory obstacles can arise at any time and result in lengthy and costly
delays or in a determination that further development is not feasible.

         The development of our proposed products and processes has taken longer
than anticipated and could be additionally delayed. Therefore, we cannot assure
you of timely completion and introduction of these products on a cost-effective
basis, or that these products, if introduced, will achieve sufficient market
acceptance to allow us to achieve profitable operations.

INTENSE COMPETITION FROM EXISTING AND NEW ENTITIES MAY ADVERSELY AFFECT OUR
REVENUES AND PROFITABILITY.

         We face significant competition in the area of pharmaceutical research.
Due to our small size, it can be assumed that most if not all of our competitors
have significantly greater financial, technical, and other resources. These
competitors may be able to respond more quickly to new or emerging technologies
than we can. Also, our competitors and potential competitors have greater name
recognition and ability to enter into strategic partnerships to engage in new
research and development efforts. To compete, we may be forced to narrow its
research and development focus, thereby reducing our likelihood for success.

WE DEPEND ON OUR KEY MANAGEMENT PERSONNEL AND THE LOSS OF THEIR SERVICES COULD
HARM OUR BUSINESS.

         We place substantial reliance upon the efforts and abilities of our
executive officers, Dr. Brett Charlton, our President and Medical Director, and
Dr. William Cowden, our Vice President and Scientific Director. The loss of the
services of either of them could have a material adverse effect on our business,
operations, or prospects. We presently do not have employment agreements with
any of them. We presently do not maintain key man life insurance on the lives of
these individuals.

OUR STOCK PRICE WILL FLUCTUATE AFTER THIS OFFERING, WHICH COULD RESULT IN
SUBSTANTIAL LOSSES FOR INVESTORS.

         The market price for our common stock may fluctuate significantly in
response to a number of factors, some of which are beyond our control. These
factors include:

    o        Quarterly variations in operating results;
    o        Changes in financial estimates by securities analysts;
    o        Announcements by us or our competitors of new products, significant
             contracts, acquisitions or strategic relationships;
    o        Disputes concerning our patents or proprietary rights;
    o        Publicity about our company, our products or our competitors;
    o        Publicity regarding actual or potential medical results relating to
             products under development by us or our competitors;
    o        Additions or departures of key personnel;
    o        Any future sales of our common stock or other securities; and
    o        Stock market price and volume fluctuations of publicly-traded
             companies.

         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.

                                       5
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 the selling shareholders.

                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

         We will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholder.

                               SELLING STOCKHOLDER

         The selling stockholder acquired or will acquire beneficial ownership
of all shares to be registered under this reoffer prospectus through stock
options granted by us. The following table shows the name of the selling
stockholder, the number of shares of common stock beneficially owned by such
stockholder as of the date of this prospectus, and the number of shares of
common stock that he may sell from time to time under this reoffer prospectus.

         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.

                                       6
-------------------------------------------------------------------------------------------------------------------
                                 NUMBER OF        NUMBER OF                              PERCENTAGE OF SHARES
                                  SHARES           SHARES                                BENEFICIALLY OWNED (3)
BENEFICIALLY      SUBJECT TO            SHARES           BEFORE            AFTER
SELLING STOCKHOLDER            OWNED (1)
OPTIONS (2)
REGISTERED        OFFERING          OFFERING
-------------------------------------------------------------------------------------------------------------------
David Stadnyk                     200,000          200,000             200,000           1.5%               --
-------------------------------------------------------------------------------------------------------------------
(1)
Represents shares owned beneficially by the named individual, including
         shares that such individual has the right to acquire within 60 days of
         the date of this reoffer prospectus. Unless otherwise noted, all
         persons referred to above have sole voting and sole investment power.

(2)
Includes shares of our common stock underlying options granted to the
         selling stockholder whether or not exercisable as of, or within 60 days
         of, the date of this reoffer prospectus.

(3)
Based on 13,362,069 shares outstanding on the date of this reoffer
         prospectus.
PLAN OF DISTRIBUTION

         The selling stockholder 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 stockholder may also make private sales
directly or through a broker or brokers, who may act as agent or principal.
Further, he 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 stockholder 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 stockholder (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 stockholder. Broker-dealers
may agree with him 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 stockholder, 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-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 stockholder 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 stockholder
and his affiliates. In addition, we will make copies of this reoffer prospectus
available to the selling stockholder and have informed him 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
stockholder 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.

                                       7
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 stockholder will sell any or
all of the shares of common stock offered under this reoffer prospectus.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 16-10a-901 ET SEQ. of the Utah Business Corporation Act and
Article VIII 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, 2001 and 2000 and
for each of the three years in the period ended May 31, 2001 incorporated in
this reoffer prospectus by reference from our Annual Report on Form 10-KSB for
the fiscal year ended May 31, 2001 have been so included in reliance on the
report of Steele & Co., independent accountants, which is incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

                 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,
         2001;
    o    our Quarterly Reports on Form 10-QSB for the quarters ended August 31,
         2001, November 30, 2001, and February 28, 2002;
    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

                                       8
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 Robert Smart
at Praxis Pharmaceuticals Inc., 595 Hornby Street, Suite 600, Vancouver, British
Columbia V6C 1A4 Canada, telephone number (604) 899-5303.

               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 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the SEC's regional offices located at the Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New
York, New York 10279. 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, 2001, Commission File No. 0-28627.

         (b)      Quarterly  Reports  of the  Registrant on  Form 10-QSB for the
                  quarters  ended  August  31,  2001,  November  30,  2001,  and
                  February 28, 2002, Commission File No. 0-28627.

         (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 16-10a-901 ET SEQ. of the Utah Business Corporation Act and Article VIII
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.

                                      II-1
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

The shares issued upon the exercise of the stock option granted to David Stadnyk
were  issued in  reliance upon  the exemption  from  registration  contained  in
Section 4(2) of the  Securities Act  of 1933.  Mr. Stadnyk  was a former officer
and director and  is currently a  consultant to the registrant.  He is deemed to
be sophisticated with regard in an investment in the registrant. No underwriters
were used.

ITEM 8.  EXHIBITS

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

   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------

     4.1       Stock Option Granted to David Stadnyk
--------------------------------------------------------------------------------

     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------

    23.1       Consent of Steele & Co.
--------------------------------------------------------------------------------

    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 event 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 not more than a 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.

(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.

                                      II-2
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-3
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 Canberra, Australian Capital Territory, Australia, on
April 25, 2002.

                                     PRAXIS PHARMACEUTICALS INC.

                                     By:      /S/ BRETT CHARLTON
                                        ----------------------------------------
                                           Dr. Brett Charlton, 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
President, Medical Director and director
/S/ BRETT CHARLTON                             (Principal Executive Officer)               April 25, 2002
-------------------------------------
Dr. Brett Charlton

                                               Vice President, Scientific Director and
/S/ WILLIAM COWDEN                             director                                    April 25, 2002
-------------------------------------
Dr. William Cowden

                                               Secretary and director (Principal
/S/ ROBERT SMART                               Financial and Accounting Officer)           April 29, 2002
-------------------------------------
Robert Smart
II-4