As filed on April 1, 2004              Registration Statement No.



                                  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                                      98-0173610
    (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                      Identification No.)

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

                  STOCK OPTIONS GRANTED TO VARIOUS CONSULTANTS
                            (Full title of the plan)

                            DAVID STADNYK, PRESIDENT
                           PRAXIS PHARMACEUTICALS INC.
                            1220 - 666 BURRARD STREET
                   VANCOUVER, BRITISH COLUMBIA V6C 2X8 CANADA
                     (Name and address of agent for service)

                                 (604) 688-7640
          (Telephone number, including area code, of agent for service)

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

<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------

TITLE OF EACH CLASS OF                            PROPOSED MAXIMUM       PROPOSED MAXIMUM
   SECURITIES TO BE          AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
      REGISTERED              REGISTERED                SHARE                  PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                   <C>                       <C>
Shares of common stock         2,250,000             $0.165 (2)<F2>        $371,250 (2)<F2>          $47.04
underlying stock              shares (1)<F1>
options
----------------------------------------------------------------------------------------------------------------
Shares of common stock          200,000               $0.10 (2)<F2>         $20,000 (2)<F2>           $2.53
underlying stock              shares (1)<F1>
options
----------------------------------------------------------------------------------------------------------------
Shares of common stock         1,150,000             $0.065 (2)<F2>         $74,750 (2)<F2>           $9.47
underlying stock              shares (1)<F1>
options
----------------------------------------------------------------------------------------------------------------
TOTAL                          3,600,000                                     $466,000                $59.04
                                shares
----------------------------------------------------------------------------------------------------------------
------------
<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>














                                       ii
<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, 2003, Commission File No. 0-28627;

         (b)  Quarterly Reports of the  Registrant on Form 10-QSB for the fiscal
              quarters  ended  August 31, 2003 and November 30, 2003, Commission
              File No. 0-28627;

         (c)  Current Report of the Registrant on Form 8-K dated March 15, 2004;
              and

         (d)  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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.




                                      II-1
<PAGE>


ITEM 8.  EXHIBITS

--------------------------------------------------------------------------------
   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------
     4.1       Stock Option Granted to George Tsafalas
--------------------------------------------------------------------------------
     4.2       Stock Option Granted to Brian Heaney
--------------------------------------------------------------------------------
     4.3       Stock Option Granted to Michael Van Dale
--------------------------------------------------------------------------------
     4.4       Stock Option Granted to Byron Cox
--------------------------------------------------------------------------------
     4.5       Stock Option Granted to Tom Mayenknecht
--------------------------------------------------------------------------------
     4.6       Stock Option Granted to David Jeffery
--------------------------------------------------------------------------------
     4.7       Stock Option Granted to Peter Shephard
--------------------------------------------------------------------------------
     4.8       Stock Option Granted to David Clark
--------------------------------------------------------------------------------
     4.9       Stock Option Granted to George Tsafalas
--------------------------------------------------------------------------------
    4.10       Stock Option Granted to John Thornton
--------------------------------------------------------------------------------
    4.11       Stock Option Granted to Bobby Thomas
--------------------------------------------------------------------------------
     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------
    23.1       Consent of Morgan & Company.
--------------------------------------------------------------------------------
    23.2       Consent of Steele & Co.
--------------------------------------------------------------------------------
    23.3       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 1933 Act; (ii) to reflect in the prospectus any facts  or events
arising  after  the  effective  date  of the registration statement (or the most
recent  post-effective  amendment  thereof)  which,  individually  or   in   the
aggregate, represent a fundamental change  in the  information  set forth in the
registration  statement;  and  (iii) to  include  any  material information with
respect to the plan of distribution not previously disclosed in the registration
statement  or  any  material  change  to  such  information in  the registration
statement.; provided, however, that  clauses (1)(i)  and (1)(ii) shall not apply
if  the  information  required  to be included in a post-effective amendment  by
those clauses is contained in periodic reports filed by the  registrant pursuant
to Section 13 or Section  15(d)  of  the  1934  Act  that  are  incorporated  by
reference  into  this  registration  statement;  (2) that,  for  the  purpose of
determining any liability under the 1933 Act, 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; and (3) to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the registrant's  annual report
pursuant to section 13(a) or section 15(d) of the 1934 Act 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 1933 Act 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


                                      II-2
<PAGE>


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.


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Vancouver,  Province of British Columbia,  Canada, on
March 29, 2004.

                                  PRAXIS PHARMACEUTICALS INC.


                                  By: /s/ DAVID STADNYK
                                     -------------------------------------------
                                          David Stadnyk, 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, Treasurer and
/s/ DAVID STADNYK               director (Principal Executive,
---------------------------     Financial, and Accounting Officer)        March 29, 2004
David Stadnyk

/s/ WINSTON CABELL
---------------------------     Secretary and director                    March 29, 2004
Winston Cabell

</TABLE>
























                                      II-3
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{"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": "333-114136", "film-number": "04710078"}, "business-address": {"street1": "666 BURRARD ST., #1220", "city": "VANCOUVER BC CANADA", "state": "A1", "zip": "V6C 2X8", "phone": "604 685-0002"}, "mail-address": {"street1": "666 BURRARD ST., #1220", "city": "VANCOUVER BC CANADA", "state": "A1", "zip": "V6C 2X8"}}
As filed on April 1, 2004              Registration Statement No.

                                  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                                      98-0173610
    (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                      Identification No.)

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

                  STOCK OPTIONS GRANTED TO VARIOUS CONSULTANTS
                            (Full title of the plan)

                            DAVID STADNYK, PRESIDENT
                           PRAXIS PHARMACEUTICALS INC.
                            1220 - 666 BURRARD STREET
                   VANCOUVER, BRITISH COLUMBIA V6C 2X8 CANADA
                     (Name and address of agent for service)

                                 (604) 688-7640
          (Telephone number, including area code, of agent for service)

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

TITLE OF EACH CLASS OF                            PROPOSED MAXIMUM       PROPOSED MAXIMUM
   SECURITIES TO BE          AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
      REGISTERED              REGISTERED                SHARE                  PRICE            REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Shares of common stock         2,250,000             $0.165 (2)
$371,250 (2)
$47.04
underlying stock              shares (1)
options
----------------------------------------------------------------------------------------------------------------
Shares of common stock          200,000               $0.10 (2)
$20,000 (2)
$2.53
underlying stock              shares (1)
options
----------------------------------------------------------------------------------------------------------------
Shares of common stock         1,150,000             $0.065 (2)
$74,750 (2)
$9.47
underlying stock              shares (1)
options
----------------------------------------------------------------------------------------------------------------
TOTAL                          3,600,000                                     $466,000                $59.04
                                shares
----------------------------------------------------------------------------------------------------------------
------------
(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.
ii
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, 2003, Commission File No. 0-28627;

         (b)  Quarterly Reports of the  Registrant on Form 10-QSB for the fiscal
              quarters  ended  August 31, 2003 and November 30, 2003, Commission
              File No. 0-28627;

         (c)  Current Report of the Registrant on Form 8-K dated March 15, 2004;
              and

         (d)  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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

                                      II-1
ITEM 8.  EXHIBITS

--------------------------------------------------------------------------------
   Exhibit
   Number      Description of Document
--------------------------------------------------------------------------------
     4.1       Stock Option Granted to George Tsafalas
--------------------------------------------------------------------------------
     4.2       Stock Option Granted to Brian Heaney
--------------------------------------------------------------------------------
     4.3       Stock Option Granted to Michael Van Dale
--------------------------------------------------------------------------------
     4.4       Stock Option Granted to Byron Cox
--------------------------------------------------------------------------------
     4.5       Stock Option Granted to Tom Mayenknecht
--------------------------------------------------------------------------------
     4.6       Stock Option Granted to David Jeffery
--------------------------------------------------------------------------------
     4.7       Stock Option Granted to Peter Shephard
--------------------------------------------------------------------------------
     4.8       Stock Option Granted to David Clark
--------------------------------------------------------------------------------
     4.9       Stock Option Granted to George Tsafalas
--------------------------------------------------------------------------------
    4.10       Stock Option Granted to John Thornton
--------------------------------------------------------------------------------
    4.11       Stock Option Granted to Bobby Thomas
--------------------------------------------------------------------------------
     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------
    23.1       Consent of Morgan & Company.
--------------------------------------------------------------------------------
    23.2       Consent of Steele & Co.
--------------------------------------------------------------------------------
    23.3       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 1933 Act; (ii) to reflect in the prospectus any facts  or events
arising  after  the  effective  date  of the registration statement (or the most
recent  post-effective  amendment  thereof)  which,  individually  or   in   the
aggregate, represent a fundamental change  in the  information  set forth in the
registration  statement;  and  (iii) to  include  any  material information with
respect to the plan of distribution not previously disclosed in the registration
statement  or  any  material  change  to  such  information in  the registration
statement.; provided, however, that  clauses (1)(i)  and (1)(ii) shall not apply
if  the  information  required  to be included in a post-effective amendment  by
those clauses is contained in periodic reports filed by the  registrant pursuant
to Section 13 or Section  15(d)  of  the  1934  Act  that  are  incorporated  by
reference  into  this  registration  statement;  (2) that,  for  the  purpose of
determining any liability under the 1933 Act, 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; and (3) to remove from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the registrant's  annual report
pursuant to section 13(a) or section 15(d) of the 1934 Act 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 1933 Act 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

                                      II-2
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.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Vancouver,  Province of British Columbia,  Canada, on
March 29, 2004.

                                  PRAXIS PHARMACEUTICALS INC.

                                  By: /s/ DAVID STADNYK
                                     -------------------------------------------
                                          David Stadnyk, 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, Treasurer and
/s/ DAVID STADNYK               director (Principal Executive,
---------------------------     Financial, and Accounting Officer)        March 29, 2004
David Stadnyk

/s/ WINSTON CABELL
---------------------------     Secretary and director                    March 29, 2004
Winston Cabell
II-3