SecProbe.io

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[DILL DILL CARR STONBRAKER & HUTCHINGS P.C.
LETTERHEAD]
                                                                  Daniel W. Carr
                                                                  John J. Coates
                                                                 Kevin M. Coates
                                                                    H. Alan Dill
455 Sherman Street, Suite 300                                     Robert A. Dill
Denver, Colorado 80203                                            Thomas M. Dunn
Phone: 303-777-3737                                            John A. Hutchings
Fax: 303-777-3823                                                 Stephen M. Lee
www.dillanddill.com                                            Fay M. Matsukage*
                                                                  Adam P. Stapen
                                                                  Jon Stonbraker
                                                                 Craig A. Stoner
                                                               Felicity Tompkins
                                                               Patrick D. Tooley
                                                        *Also licensed in Nevada

September 14, 2005

H. Roger Schwall
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0405

RE:      PATCH INTERNATIONAL, INC.
         10-KSB FOR THE FISCAL YEAR ENDED MAY 31, 2004
         FILED OCTOBER 18, 2004
         RESPONSE LETTER DATED JUNE 9, 2005
         FILE NO. 000-28627

Dear Mr. Schwall:

Pursuant your request and as discussed with Mr. Wojciechowski, we are filing
responses of Patch International Inc. (the "Company') to the comments of the
Staff in its letter dated July 12, 2005. For your convenience, the comments are
set forth below, together with the Company's responses.

10-KSB FOR THE YEAR ENDED MAY 31, 2004

GENERAL

1.       IN YOUR LETTER DATED JUNE 9, 2005, SEVERAL OF YOUR RESPONSES INDICATE
         YOU WILL CLARIFY OR MAKE CHANGES TO FUTURE FILINGS. PLEASE ENSURE THE
         CHANGES YOU INDICATE YOU WILL MAKE ARE INCLUDED IN YOUR AMENDMENT TO
         THE 2004 FORM 10-K.

         RESPONSE: As discussed with Mr. Wojciechowski on September 8, 2004, the
         Company is not filing an amendment to its 2004 Form 10-K. Instead, the
         2005 Form 10-K includes a restated 2004 balance sheet and a footnote in
         the financial statements disclosing restated quarterly information for
         the quarters ended November 30, 2003, February 29, 2004, August 31,
         2004, and November 30, 2004.

<PAGE>
H. Roger Schwall
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
September 14, 2005
Page 2

         In addition, the disclosure in Item 2. Description of Property has been
         revised to address comments 1 and 2 contained in the Staff's letter of
         May 27, 2005. With respect to comment 3 of the May 27, 2005 letter, it
         appears that the table of productive wells in the 2004 10-K did in fact
         reflect 24 wells - 19 gross oil wells and 5 gross gas wells. The actual
         number of gross gas wells should have been 4, making the total 23. That
         number would have tied to the disclosure under "Drilling Activity".

NOTE 3 - ACQUISITION OF SUBSIDIARY, PAGE F-7

2.       IN RESPONSE TO COMMENT 7 FROM OUR LETTER DATED MAY 27, 2005, YOU
         EXPLAIN THE REASONS YOU CONSIDERED PATCH ENERGY TO BE THE ACQUIRING
         ENTITY IN THE REVERSE ACQUISITION OF PRAXIS PHARMACEUTICALS. PLEASE
         INCLUDE A SIMILAR DISCUSSION IN YOUR AMENDMENT TO THE 2004 10-K, SO
         THAT THE READERS WILL ALSO UNDERSTAND THE REASONS FOR THE
         CHARACTERIZATION OF PATCH ENERGY AS THE ACQUIRER.

         RESPONSE:  Please see the disclosure contained in note 4 on page F-9.

NOTE 5 - AVAILABLE-FOR-SALE SECURITIES, PAGE F-8

3.       WE NOTE YOUR RESPONSE TO COMMENT 8 FROM OUR LETTER DATED MAY 27, 2005,
         INDICATING THAT YOU ATTRIBUTED A 20% DISCOUNT TO EACH OF THREE FACTORS
         IN DETERMINING THE DISCOUNTED VALUE OF YOUR INVESTMENT, AND THAT YOU
         PLAN TO REDUCE THIS DISCOUNT GRADUALLY AS YOU APPROACH THE DATE THAT
         YOUR INVESTMENT SHARES ARE NO LONGER RESTRICTED, WHEN THE INVESTMENT
         WILL BE REFLECTED AT MARKET VALUE. GIVEN THAT YOUR SHARES ARE
         RESTRICTED FROM TRADING, THE GUIDANCE IN PARAGRAPH 3(A) AND FOOTNOTE 2
         OF SFAS 115 WOULD SEEM TO PRECLUDE ACCOUNTING FOR YOUR INVESTMENT
         SHARES AS AVAILABLE-FOR-SALE SECURITIES. PLEASE REFER TO PARAGRAPH 6(A)
         OF APB 18 FOR GUIDANCE IN APPLYING THE COSTS METHOD OF ACCOUNTING FOR
         YOUR INVESTMENT, UNTIL READILY DETERMINABLE MARKET PRICES ARE AVAILABLE
         AND YOU ARE ABLE TO FOLLOW THE GUIDANCE IN PARAGRAPHS 12 AND 13 OF SFAS
         115.

         RESPONSE: Paragraph 3(a) reads, in part, "THE FAIR VALUE OF AN EQUITY
         SECURITY IS READILY DETERMINABLE IF SALES PRICES OR BID-AND-ASKED
         QUOTATIONS ARE CURRENTLY AVAILABLE..." However, it then adds the
         sentence "RESTRICTED STOCK DOES NOT MEET THAT DEFINITION."

         Footnote 2 defines the term Restricted Stock as follows: "Restricted
         stock, FOR THE PURPOSES OF THIS STATEMENT, MEANS EQUITY SECURITIES FOR
         WHICH SALE IS RESTRICTED BY GOVERNMENTAL OR CONTRACTUAL REQUIREMENT
         (OTHER THAN IN CONNECTION WITH BEING PLEDGED AS COLLATERAL) EXCEPT IF
         THAT REQUIREMENT TERMINATES WITHIN ONE YEAR OR IF THE HOLDER HAS

<PAGE>
H. Roger Schwall
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
September 14, 2005
Page 3

         THE POWER BY CONTRACT OR OTHERWISE TO CAUSE THE REQUIREMENT TO BE MET
         WITHIN ONE YEAR. ANY PORTION OF THE SECURITY THAT CAN BE REASONABLY
         EXPECTED TO QUALIFY FOR SALE WITHIN ONE YEAR, SUCH AS MAY BE THE CASE
         UNDER RULE 144 OR SIMILAR RULES OF THE SEC, IS NOT CONSIDERED
         RESTRICTED."

         Paragraph 3(b) reads, "THE FAIR VALUE OF AN EQUITY SECURITY TRADED ONLY
         IN A FOREIGN MARKET IS READILY DETERMINABLE IF THAT FOREIGN MARKET IS
         OF A BREADTH AND SCOPE COMPARABLE TO ONE OF THE U.S. MARKETS REFERRED
         TO ABOVE."

         Management believes that upon the investment in the equity securities
         of Pharmaxis Ltd. becoming listed on the Australian Stock Exchange
         ("ASX") on November 10, 2003, that the fair value is readily
         determinable, as the ASX is believed by management to be of a breadth
         and scope comparable to the U.S. markets. Therefore management believes
         that accounting for the investment under SFAS 115 is applicable, and
         paragraph 3(b) does not preclude the investment from its fair value
         being readily determinable. Therefore, under SFAS 115, the investment
         should be recognized at fair value.

         However, as the investment is subject to restriction terms for a
         two-year period commencing upon the listing of Pharmaxis on ASX, the
         investment meets the definition of restricted stock under footnote 2
         for the period from November 10, 2003 to November 10, 2004.
         Accordingly, the investment should be recognized at cost for fiscal
         periods ending prior to November 10, 2004. This will result in the
         restatement of the Company's prior financial statements for the fiscal
         periods ended November 30, 2003, February 28, 2004, May 31, 2004 and
         August 31, 2004.

         For the period subsequent to November 10, 2004, the investment does not
         meet the definition of restricted stock under footnote 2, and
         management believes the investment should be recognized at fair value
         in accordance with SFAS 115.

         Fair value is defined under SFAS 115 as "THE AMOUNT AT WHICH AN ASSET
         COULD BE BOUGHT OR SOLD IN A CURRENT TRANSACTION BETWEEN WILLING
         PARTIES, THAT IS, OTHER THAN IN A FORCED OR LIQUIDATION SALE. QUOTED
         MARKET PRICES IN ACTIVE MARKETS ARE THE BEST EVIDENCE OF FAIR VALUE AND
         SHOULD BE USED AS THE BASIS FOR THE MEASUREMENT, IF AVAILABLE. IF A
         QUOTED MARKET PRICE IS AVAILABLE, THE FAIR VALUE IS THE PRODUCT OF THE
         NUMBER OF TRADING UNITS TIMES THAT MARKET PRICE..."

         Therefore under SFAS 115, the investment should be recognized at fair
         value using the quoted market price of Pharmaxis times the number of
         shares held by the Company, being 11,000,000 shares.

<PAGE>
H. Roger Schwall
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
September 14, 2005
Page 4

         However, assets are defined under CON 6 as "probable future economic
         benefits..."

         Management does not believe that recognizing the carrying amount of the
         Pharmaxis investment at current quoted market price meets the
         definition of assets, as the market value of the investment is not
         representative of realizable value. Therefore, management has
         determined that a discount to the market value of the investment is
         appropriate and warranted.

         The discount used by management was determined by taking into account
         the following factors:

         a)   Large block holding of shares.
         b)   Shares are restricted from trading until November 2005, with
              approximately 14,000,000 shares held by other investors also
              becoming unrestricted at the same time.
         c)   Risk that investee, a research and development start-up company,
              will not sustain sufficient market interest or effective
              operations until the shares can be sold.

         At November 30, 2004, the Company discounted the market price by 30% of
         the quoted market price. At February 28, 2005, the Company discounted
         the market price by 22.5% of the quoted market price.

         The discounted fair value amounts, individually and in the aggregate,
         represent management's best estimate of the realizable value of its
         investment at the time the financial statements were prepared, taking
         into account management's expectation of when realization will occur.
         The Company is not represented on the investee's Board of Directors and
         the Company has no information regarding the investee other than
         information publicly available to all investors.

         The discount method is reviewed continually to take into account any
         factors which may impact the discount criteria used. To date,
         management has consistently applied the basis of calculating and
         applying the discount.

         Therefore, management believes that the above method of accounting for
         the investment properly reflects the substance of SFAS 115 in
         recognizing unrealized holding gains and losses in available-for-sale
         securities. Although this method results in a lower carrying amount for
         the investment than applying the full quoted market price, management
         believes it is a better representation of the realizable value.

<PAGE>
H. Roger Schwall
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
September 14, 2005
Page 5

ENGINEERING COMMENTS

RESERVE QUANTITY INFORMATION (UNAUDITED), PAGE F-15

4.       YOUR RESPONSE TO COMMENT 10 FROM OUR LETTER DATED MAY 27, 2005 STATES
         THAT YOUR RESERVE ESTIMATES WERE PREPARED IN ACCORDANCE WITH THE
         CANADIAN OIL AND GAS EVALUATION HANDBOOK. YOUR RESERVE ESTIMATES MUST
         COMPLY WITH RULE 4-10(A) OF REGULATION S-X. PLEASE AFFIRM TO US THAT
         YOUR ESTIMATES ADHERE TO RULE 4-10 OR AMEND YOUR DOCUMENT TO MAKE IT
         SO. GUIDANCE IS AVAILABLE AT OUR WEBSITE,
         HTTP://WWW.SEC.GOV/DIVISIONS/CORPFIN.SHTML|CURRENT ISSUES AND
         RULEMAKING PROJECTS OUTLINE|OUTLINE IN PDF FORMAT|CLARIFICATION OF OIL
         AND GAS RESERVE DEFINITIONS AND REQUIREMENTS.

         RESPONSE: The Company hereby affirms that its estimates adhere to Rule
         4-10 of Regulation S-X.

Please contact the undersigned if you have any questions or comments about this
letter.

Sincerely,

/s/ FAY M. MATSUKAGE

Fay M. Matsukage

Cc:      Patch International Inc.
         Morgan & Company

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