As filed on January 24, 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.)

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

                             1999 STOCK OPTION PLAN
                              (Full title of plan)

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

                                 (604) 646-5614
          (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>
1999 Stock Option Plan         1,698,330              $0.15 (2)<F2>       $254,749.50(2)<F2>         $63.69
- 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. 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 "control securities" which may
be issued, pursuant to our stock option 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., 595 Hornby Street, Suite 600, Vancouver, British Columbia V6C 1A4 Canada,
telephone number (604) 646-5614.


<PAGE>




                               REOFFER PROSPECTUS



                        1,382,220 SHARES OF COMMON STOCK


                           Praxis Pharmaceuticals Inc.
                          595 Hornby Street, Suite 600
                   Vancouver, British Columbia V6C 1A4 Canada
                                 (604) 646-5614


         This reoffer prospectus relates to 1,382,220 shares of the common stock
of Praxis Pharmaceuticals Inc. which may be offered and resold from time to time
by selling stockholders identified in this prospectus for their own accounts. It
is anticipated that the selling stockholders 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 stockholders 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 stockholders will be borne by us.

         Each selling stockholder and any broker executing selling orders on
behalf of them may be deemed to be an "underwriter" 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 January 18, 2001, the last reported price of our common stock on such
market was $0.19 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 January 24, 2001.


<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                            PAGE

<S>                                                                            <C>
SUMMARY....................................................................    3

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

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

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

SELLING STOCKHOLDERS.......................................................    7

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

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

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

EXPERTS....................................................................    9

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................    9

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US.........................    9
</TABLE>


                                    .........



          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)
646-5614.


                                  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 November 30,
2000, we have generated an accumulated deficit of $1,029,507. For the years
ended May 31, 2000 and 1999, we incurred net losses of approximately $230,000
and $535,000, 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>


         Assuming that our licensee, Fairchild International Inc., pays its
remaining installments of $87,500, we currently have cash and cash commitments
to support the pre-clinical research program into anti-inflammatory drugs and
anti-wrinkle compounds for at least the next 15 months. Additional funds will be
needed to support any further operations at that time. In order to increase the
value of the intellectual property to enhance our value, we will need further
funding in the next 12 months to increase the size of the research and
development operations and to conduct clinical trials. Pre-clinical research and
development can be accomplished without an injection of capital in the next 12
months assuming receipt of the Fairchild funds.

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

         If Fairchild can obtain the capital necessary to fund the costs for
manufacturing, production, marketing, selling, and obtaining regulatory
approvals, it is possible that sales of products for arthritis and wrinkles
could commence in one to two years. This differs from prescription drugs, for
which we do not expect to be able to realize revenues from the sale to consumers
within the next five years due to extended testing and regulatory review. The
regulatory requirements are much less stringent for cosmetic and nutraceutical
products than for prescription drugs. While there is nothing in the licensing
agreement that would prevent Fairchild from unilaterally deciding to continue to
spend money on research and thereby, perhaps, use all monies that would
otherwise be paid to us as royalties, doing so would not benefit Fairchild. It
would be in Fairchild's interest to commence sales of products to generate
revenues.

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


                                       4

<PAGE>


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 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;


                                       5
<PAGE>

     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.

         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 stockholders.


                                       6
<PAGE>

                              SELLING STOCKHOLDERS

         The selling stockholders acquired or will acquire beneficial ownership
of all shares to be registered under this reoffer prospectus through stock
options granted under the Praxis Pharmaceuticals Inc. 1999 Stock Option Plan.
The following table shows the names of the selling stockholders, the number of
shares of common stock beneficially owned by such stockholder and the number of
shares of common stock that they 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.
<TABLE>
<CAPTION>


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

<S>                              <C>                   <C>              <C>                <C>               <C>
Dr. Brett Charlton (4)<F4>       1,666,110             566,110          566,110            12.8%             8.5%

Dr. William Cowden (5)<F5>       1,566,110             566,110          566,110            12.0%             7.7%

Robert Smart (6)<F6>               250,000             250,000          250,000             2.0%              -0-
-----------------------------
<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 stockholders under our stock option plan whether or not
         exercisable as of, or within 60 days of, the date of this reoffer
         prospectus.

(3)<F3>  Based on 12,434,709 shares outstanding on the date of this reoffer
         prospectus.

(4)<F4>  Dr. Charlton is our President, Medical Director, and a director.
         Includes 566,110 shares issuable upon the exercise of stock options and
         800,000 shares held in the name of Neysa Investment Ltd., a company
         owned and controlled by Dr. Charlton.

(5)<F5>  Dr. Cowden is our Vice President, Scientific Director, and a director.
         Includes 566,110 shares issuable upon exercise of stock options.

(6)<F6>  Mr. Smart is our Secretary and a director. Includes 250,000 shares
         issuable upon exercise of stock options.

</FN>
</TABLE>


                              PLAN OF DISTRIBUTION

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


                                       7
<PAGE>

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

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

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

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


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 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.



                                       8
<PAGE>
                                     EXPERTS

         The consolidated financial statements as of May 31, 2000 and 1999 and
for each of the three years in the period ended May 31, 2000 incorporated in
this reoffer prospectus by reference from our amended Annual Report on Form
10-KSB for the fiscal year ended May 31, 2000 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   Amendment No. 1 to our Annual Report on Form 10-KSB for the fiscal
         year ended May 31, 2000;

     o   our Quarterly Report on Form 10-QSB for the quarters ended August 31,
         2000 and November 30, 2000;

     o   the description of our common stock, par value $.001 per share,
         contained in Part I, Item 8 of Amendment No. 5 to our Registration
         Statement on Form 10-SB filed on October 13, 2000; and

     o   all reports and other documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
         filing of a post-effective amendment which indicates that all
         securities offered hereby have been sold or which deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of the filing of
         such reports and documents.

         We will furnish without charge to each person to whom the reoffer
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all of the documents incorporated by reference (other than exhibits
to such documents). Requests should be directed to the attention of Robert Smart
at Praxis Pharmaceuticals Inc., 595 Hornby Street, Suite 600, Vancouver, British
Columbia V6C 1A4 Canada, telephone number (604) 646-5614.


               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 7 World Trade
Center, 13th Floor, New York, New York 10048. 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 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 and November 30, 2000,
                  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
January 19, 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      January 19, 2001
---------------------------------  (Principal Executive Officer)                 ----------------
Dr. Brett Charlton


/S/WILLIAM COWDEN                  Vice President, Scientific Director and       January 19, 2001
---------------------------------  director                                      ----------------
Dr. William Cowden


/S/ROBERT SMART                    Secretary and director (Principal Financial   January 19, 2001
---------------------------------  and Accounting Officer)                       ----------------
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": "333-54264", "film-number": "1514586"}, "business-address": {"street1": "#600-595 HORNBY STREET", "street2": "SUITE 430", "city": "VANVOUVER BC V6B 2X1", "state": "A1", "phone": "6046465614"}, "mail-address": {"street1": "#600-595 HORNBY STREET", "city": "VAN COUVER BC", "state": "A1"}}
As filed on January 24, 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.)

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

                             1999 STOCK OPTION PLAN
                              (Full title of plan)

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

                                 (604) 646-5614
          (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         1,698,330              $0.15 (2)
$254,749.50(2)
$63.69
- 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. 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 "control securities" which may
be issued, pursuant to our stock option 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., 595 Hornby Street, Suite 600, Vancouver, British Columbia V6C 1A4 Canada,
telephone number (604) 646-5614.
REOFFER PROSPECTUS

                        1,382,220 SHARES OF COMMON STOCK

                           Praxis Pharmaceuticals Inc.
                          595 Hornby Street, Suite 600
                   Vancouver, British Columbia V6C 1A4 Canada
                                 (604) 646-5614

         This reoffer prospectus relates to 1,382,220 shares of the common stock
of Praxis Pharmaceuticals Inc. which may be offered and resold from time to time
by selling stockholders identified in this prospectus for their own accounts. It
is anticipated that the selling stockholders 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 stockholders 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 stockholders will be borne by us.

         Each selling stockholder and any broker executing selling orders on
behalf of them may be deemed to be an "underwriter" 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 January 18, 2001, the last reported price of our common stock on such
market was $0.19 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 January 24, 2001.
TABLE OF CONTENTS

                                                                            PAGE
SUMMARY....................................................................    3

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

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

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

SELLING STOCKHOLDERS.......................................................    7

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

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

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

EXPERTS....................................................................    9

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................    9

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)
646-5614.

                                  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 November 30,
2000, we have generated an accumulated deficit of $1,029,507. For the years
ended May 31, 2000 and 1999, we incurred net losses of approximately $230,000
and $535,000, 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
Assuming that our licensee, Fairchild International Inc., pays its
remaining installments of $87,500, we currently have cash and cash commitments
to support the pre-clinical research program into anti-inflammatory drugs and
anti-wrinkle compounds for at least the next 15 months. Additional funds will be
needed to support any further operations at that time. In order to increase the
value of the intellectual property to enhance our value, we will need further
funding in the next 12 months to increase the size of the research and
development operations and to conduct clinical trials. Pre-clinical research and
development can be accomplished without an injection of capital in the next 12
months assuming receipt of the Fairchild funds.

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

         If Fairchild can obtain the capital necessary to fund the costs for
manufacturing, production, marketing, selling, and obtaining regulatory
approvals, it is possible that sales of products for arthritis and wrinkles
could commence in one to two years. This differs from prescription drugs, for
which we do not expect to be able to realize revenues from the sale to consumers
within the next five years due to extended testing and regulatory review. The
regulatory requirements are much less stringent for cosmetic and nutraceutical
products than for prescription drugs. While there is nothing in the licensing
agreement that would prevent Fairchild from unilaterally deciding to continue to
spend money on research and thereby, perhaps, use all monies that would
otherwise be paid to us as royalties, doing so would not benefit Fairchild. It
would be in Fairchild's interest to commence sales of products to generate
revenues.

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

                                       4
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 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;

                                       5
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.

         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 stockholders.

                                       6
SELLING STOCKHOLDERS

         The selling stockholders acquired or will acquire beneficial ownership
of all shares to be registered under this reoffer prospectus through stock
options granted under the Praxis Pharmaceuticals Inc. 1999 Stock Option Plan.
The following table shows the names of the selling stockholders, the number of
shares of common stock beneficially owned by such stockholder and the number of
shares of common stock that they 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.
SELLING STOCKHOLDER              NUMBER OF                                            PERCENTAGE OF SHARES BENEFICIALLY
                                   SHARES             NUMBER OF                                   OWNED (3)
BENEFICIALLY      SHARES SUBJECT        SHARES            BEFORE           AFTER
                                   OWNED (1)
TO OPTIONS (2)
REGISTERED         OFFERING         OFFERING
Dr. Brett Charlton (4)
1,666,110             566,110          566,110            12.8%             8.5%

Dr. William Cowden (5)
1,566,110             566,110          566,110            12.0%             7.7%

Robert Smart (6)
250,000             250,000          250,000             2.0%              -0-
-----------------------------
(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 stockholders under our stock option plan whether or not
         exercisable as of, or within 60 days of, the date of this reoffer
         prospectus.

(3)
Based on 12,434,709 shares outstanding on the date of this reoffer
         prospectus.

(4)
Dr. Charlton is our President, Medical Director, and a director.
         Includes 566,110 shares issuable upon the exercise of stock options and
         800,000 shares held in the name of Neysa Investment Ltd., a company
         owned and controlled by Dr. Charlton.

(5)
Dr. Cowden is our Vice President, Scientific Director, and a director.
         Includes 566,110 shares issuable upon exercise of stock options.

(6)
Mr. Smart is our Secretary and a director. Includes 250,000 shares
         issuable upon exercise of stock options.
PLAN OF DISTRIBUTION

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

                                       7
Any broker-dealer participating in such transactions as agent may
receive commissions from the selling stockholders (and, if such broker acts as
agent for the purchaser of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the selling stockholders.
Broker-dealers may agree with them to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
them. Broker-dealers who acquire shares as principal may thereafter resell such
shares from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-counter
market, in negotiated transactions or otherwise at market prices prevailing at
the time of sale or at negotiated prices, and in connection with such resales
may pay to or receive commissions from the purchasers of such shares.

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

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

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

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 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.

                                       8
EXPERTS

         The consolidated financial statements as of May 31, 2000 and 1999 and
for each of the three years in the period ended May 31, 2000 incorporated in
this reoffer prospectus by reference from our amended Annual Report on Form
10-KSB for the fiscal year ended May 31, 2000 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   Amendment No. 1 to our Annual Report on Form 10-KSB for the fiscal
         year ended May 31, 2000;

     o   our Quarterly Report on Form 10-QSB for the quarters ended August 31,
         2000 and November 30, 2000;

     o   the description of our common stock, par value $.001 per share,
         contained in Part I, Item 8 of Amendment No. 5 to our Registration
         Statement on Form 10-SB filed on October 13, 2000; and

     o   all reports and other documents subsequently filed by us pursuant to
         Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
         filing of a post-effective amendment which indicates that all
         securities offered hereby have been sold or which deregisters all
         securities then remaining unsold, shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of the filing of
         such reports and documents.

         We will furnish without charge to each person to whom the reoffer
prospectus is delivered, upon the oral or written request of such person, a copy
of any and all of the documents incorporated by reference (other than exhibits
to such documents). Requests should be directed to the attention of Robert Smart
at Praxis Pharmaceuticals Inc., 595 Hornby Street, Suite 600, Vancouver, British
Columbia V6C 1A4 Canada, telephone number (604) 646-5614.

               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 7 World Trade
Center, 13th Floor, New York, New York 10048. 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 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 and November 30, 2000,
                  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
January 19, 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      January 19, 2001
---------------------------------  (Principal Executive Officer)                 ----------------
Dr. Brett Charlton

/S/WILLIAM COWDEN                  Vice President, Scientific Director and       January 19, 2001
---------------------------------  director                                      ----------------
Dr. William Cowden

/S/ROBERT SMART                    Secretary and director (Principal Financial   January 19, 2001
---------------------------------  and Accounting Officer)                       ----------------
Robert Smart
II-4