PRAXIS PHARMACEUTICALS INC/CN
SC 13D/A, 2001-01-17
PHARMACEUTICAL PREPARATIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*

                           PRAXIS PHARMACEUTICALS INC.
                                (Name of Issuer)

                          COMMON STOCK, $.001 PAR VALUE
                         (Title of Class of Securities)

                                   74005X 10 7
                                 (CUSIP Number)


FAY M. MATSUKAGE, ESQ., 455 SHERMAN STREET, #300, DENVER, CO 80203, 303-777-3737
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                               and Communications)

                                OCTOBER 20, 2000
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-7(b) for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





<PAGE>


CUSIP NO.  74005X 10 7                                               PAGE 2 OF 5


                                  SCHEDULE 13D



     1        NAME OF REPORTING PERSON                             DAVID STADNYK

              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)

     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) [ ]
              (See Instructions)                                        (b) [ ]
     4        SOURCE OF FUNDS (See Instructions)
              OO
     5        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
              TO ITEMS 2(d) OR 2(e)                                         [ ]
     6        CITIZENSHIP OR PLACE OF ORGANIZATION
              CANADIAN

  NUMBER OF                        7                 SOLE VOTING POWER
   SHARES                                            916,110 SHARES
BENEFICIALLY                       8                 SHARED VOTING POWER
  OWNED BY                                           -0-
   EACH                            9                 SOLE DISPOSITIVE POWER
 REPORTING                                           916,110 SHARES
PERSON WITH                        10                SHARED DISPOSITIVE POWER
                                                     -0-
    11             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                   916,110 Shares
    12             CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
                   SHARES (See Instructions)                                 [ ]
    13             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                   7.2%
    14             TYPE OF REPORTING PERSON*
                   IN

 INCLUDE  BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7            2 OF 5
  (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.



<PAGE>


CUSIP NO.  74005X 10 7                                               PAGE 3 OF 5



ITEM. 1           SECURITY AND ISSUER.

The class of equity  securities to which this Schedule 13D relates is the Common
Stock,  $.001 par value,  of Praxis  Pharmaceuticals  Inc.,  a Utah  corporation
formerly known as  Micronetics,  Inc. (the  "Issuer").  Its principal  executive
offices  are  located  at 595  Hornby  Street,  Suite  600,  Vancouver,  British
Columbia, V6C 1A4 Canada.

ITEM 2.           IDENTITY AND BACKGROUND.

The person filing this  statement is David  Stadnyk.  Mr.  Stadnyk is a Canadian
citizen whose residence address is 430 - 744 Hastings Street,  Vancouver, BC V6C
1A5  Canada.  Mr.  Stadnyk's  principal  occupation  is  executive  Director  of
Alexander  Cox &  Co.,  based  in  Sydney,  Australia,  and  Vancouver,  British
Columbia, which engages in financial consulting and venture capital funding.

During  the past five years Mr.  Stadnyk  has not been  convicted  in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

During  the  past  five  years  Mr.  Stadnyk  has not  been a  party  to a civil
proceeding of a judicial or administrative body as a result of which a judgment,
decree,  or final  order has been  issued  enjoining  future  violations  of, or
prohibiting or mandating  activities  subject to, United States federal or state
securities laws or finding any violation with respect to such laws.

ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

As  the   result   of  a  reverse   acquisition   transaction   between   Praxis
Pharmaceuticals,  Inc., a Nevada corporation  ("Praxis-Nevada")  and the Issuer,
Mr. Stadnyk received 700,000 shares of common stock of the Issuer.


ITEM 4.           PURPOSE OF TRANSACTION.

Mr. Stadnyk acquired 700,000 shares of Common Stock of the Issuer as part of the
efforts of the Praxis-Nevada to gain control of this company.  The Issuer issued
a total of  5,000,000  shares  of its  common  stock to the 13  shareholders  of
Praxis-Nevada.   Immediately   after  the   transaction,   the  shareholders  of
Praxis-Nevada held approximately 98% of the outstanding shares of the Issuer.

Other than described  above, Mr. Stadnyk has no other present plans or proposals
which relate to or would result in:

         (1)      a sale or  transfer  of a  material  amount  of  assets of the
                  Issuer or any subsidiary thereof;

         (2)      any material change in the present  capitalization  or divided
                  policy of the Issuer;

         (3)      changes in the  Issuer's  charter  or bylaws or other  actions
                  which may impede the  acquisition  of control of the Issuer by
                  any person;

         (4)      causing a class of  securities  of the  Issuer to be  delisted
                  from  a  national  securities  exchange  or  to  cease  to  be
                  authorized to be quoted on NASDAQ;



<PAGE>


CUSIP NO.  74005X 10 7                                               PAGE 4 OF 5


         (5)      a class of equity  securities of the Issuer becoming  eligible
                  for termination of registration  pursuant to Section  12(g)(4)
                  of the Securities Exchange Act; or

         (6)      any action similar to any of those enumerated above.

Notwithstanding  the  foregoing,   Mr.  Stadnyk  will  continue  to  review  his
investment  in the Issuer and  reserves the right to change his  intention  with
respect to any or all of such matters.

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER.

(a)      As of October 20, 2000,  Mr.  Stadnyk  owned of record  700,000  shares
         (5.6% of the Issuer's Common Stock, and had an option to purchase up to
         216,110 shares of the Issuer's Common Stock.

(b)      As of October  20,  2000,  Mr.  Stadnyk  had the sole power to vote and
         dispose of 700,000 shares (5.6%).

(c)      On December 9, 1999, the Issuer  granted to Mr. Stadnyk  566,110 common
         stock options,  exercisable immediately to purchase common stock of the
         Issuer  at  $.41  per  share.  As of  October  20,  2000,  Mr.  Stadnyk
         relinquished 350,000 common stock options. Other than this transaction,
         during the sixty-day  period preceding the filing of this Schedule 13D,
         none of the filing  persons  had any  transactions  in the stock of the
         Issuer, other than those described above in Item 3 and Item 4.

(d)      No other  person is known to have the right to  receive or the power to
         direct the receipt of dividends from, or the proceeds from the sale of,
         shares owned by Mr. Stadnyk.

(e)      Mr.  Stadnyk  continues  to be the  beneficial  owner of more than five
         percent of the outstanding common stock of the Issuer.


ITEM 6.           CONTRACTS,   ARRANGEMENTS,  UNDERSTANDINGS  OR   RELATIONSHIPS
                  WITH RESPECT TO SECURITIES OF THE ISSUER.

None.

ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS.

None.



<PAGE>


CUSIP NO.  74005X 10 7                                               PAGE 5 OF 5

                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



Date: January 15, 2001                 /s/ DAVID STADNYK
                                       -----------------------------------------
                                       David Stadnyk


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