As filed on June 7, 2001                   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.)

     856 HOMER STREET, SUITE 100, VANCOUVER, BRITISH COLUMBIA V6B 2W5 CANADA
              (Address or principal executive offices) (Zip code)

                             1999 STOCK OPTION PLAN
                              (Full title of plan)

                            BRETT CHARLTON, PRESIDENT
                           PRAXIS PHARMACEUTICALS INC.
                           856 HOMER STREET, SUITE 100
                   VANCOUVER, BRITISH COLUMBIA V6B 2W5 CANADA
                     (Name and address of agent for service)

                                 (604) 669-1040
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<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>  <C>         <C>
1999 Stock Option Plan          800,000               $0.10 (2)<F2>         $80,000 (2)<F2>          $20.00
- Common Stock, $.001         shares (1)<F1>
par value
--------------
<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 the Plan.


                                     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., 856 Homer Street,  Suite 100, Vancouver,  British Columbia V6B 2W5 Canada,
telephone number (604) 669-1040.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION 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)      Amendment No. 1 to the Annual Report of the Registrant on Form
                  10-KSB for the fiscal year ended May 31, 2000, Commission File
                  No. 0-28627.

         (b)      Quarterly  Reports of the  Registrant  on Form  10-QSB for the
                  quarters  ended  August  31,  2000,  November  30,  2000,  and
                  February 28, 2001, 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.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.


                                      II-1


<PAGE>


ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

   Exhibit
   Number      Description of Document


<S>            <C>
     4.1       1999 Stock Option Plan (filed as Exhibit 10.5 to the registrant's
               Registration  Statement  on Form  10-SB,  File No.  0-28627,  and
               incorporated herein by reference)

     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)
</TABLE>


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.

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


                                      II-2


<PAGE>


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
June 4, 2001.

                                        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>
/s/ BRETT CHARLTON                               President, Medical Director and director
-----------------------------------------------  (Principal Executive Officer)                       June 4, 2001
Dr. Brett Charlton


/s/WILLIAM COWDEN                                Vice President, Scientific Director and
-----------------------------------------------  director                                            June 4, 2001
Dr. William Cowden


/s/ROBERT SMART                                  Secretary    and    director    (Principal
-----------------------------------------------  Financial and Accounting Officer)                   June 5, 2001
Robert Smart

</TABLE>









                                      II-4
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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": "333-62534", "film-number": "1656246"}, "business-address": {"street1": "856 HOMER STREET SUITE 100", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6B 2W5", "state": "A1", "zip": "00000", "phone": "6046465614"}, "mail-address": {"street1": "856 HOMER STREET SUITE 100", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6B 2W5", "state": "A1"}}
As filed on June 7, 2001                   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.)

     856 HOMER STREET, SUITE 100, VANCOUVER, BRITISH COLUMBIA V6B 2W5 CANADA
              (Address or principal executive offices) (Zip code)

                             1999 STOCK OPTION PLAN
                              (Full title of plan)

                            BRETT CHARLTON, PRESIDENT
                           PRAXIS PHARMACEUTICALS INC.
                           856 HOMER STREET, SUITE 100
                   VANCOUVER, BRITISH COLUMBIA V6B 2W5 CANADA
                     (Name and address of agent for service)

                                 (604) 669-1040
          (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
1999 Stock Option Plan          800,000               $0.10 (2)
$80,000 (2)
$20.00
- Common Stock, $.001         shares (1)
par value
--------------
(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 the Plan.

                                     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., 856 Homer Street,  Suite 100, Vancouver,  British Columbia V6B 2W5 Canada,
telephone number (604) 669-1040.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION 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)      Amendment No. 1 to the Annual Report of the Registrant on Form
                  10-KSB for the fiscal year ended May 31, 2000, Commission File
                  No. 0-28627.

         (b)      Quarterly  Reports of the  Registrant  on Form  10-QSB for the
                  quarters  ended  August  31,  2000,  November  30,  2000,  and
                  February 28, 2001, 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

                                      II-1
ITEM 8.  EXHIBITS
Exhibit
   Number      Description of Document
4.1       1999 Stock Option Plan (filed as Exhibit 10.5 to the registrant's
               Registration  Statement  on Form  10-SB,  File No.  0-28627,  and
               incorporated herein by reference)

     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.

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

                                      II-2
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
June 4, 2001.

                                        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
/s/ BRETT CHARLTON                               President, Medical Director and director
-----------------------------------------------  (Principal Executive Officer)                       June 4, 2001
Dr. Brett Charlton

/s/WILLIAM COWDEN                                Vice President, Scientific Director and
-----------------------------------------------  director                                            June 4, 2001
Dr. William Cowden

/s/ROBERT SMART                                  Secretary    and    director    (Principal
-----------------------------------------------  Financial and Accounting Officer)                   June 5, 2001
Robert Smart
II-4