HELIX BIOMEDIX INC
10KSB, 1998-04-15
BLANK CHECKS
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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
EXCHANGE ACT OF 1934
    For the fiscal year ended      December 31, 1997   

OR
     
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES           
EXCHANGE ACT OF 1934 [No Fee Required]
    For the transition period from____________ to ______________

***********

COMMISSION FILE NO. 33-20897-D

HELIX BIOMEDIX, INC.
       COLORADO                                             84-1080717
2151 E. LAKESHORE DR., BATON ROUGE, LA 70808
(504) 387-1112


     Securities registered pursuant to Section 12(b) of the Act:  NONE
     Securities registered pursuant to Section 12(g) of the Act:  NONE

     Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such 
shorter period that the registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.  YES [X]  
NO [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-B is not contained in this form, and no disclosure 
will be contained, to the best of registrant's knowledge, in definitive proxy 
or information statements incorporated by reference in Part III of this Form 
10-KSB or any amendment to this Form 10-KSB. [ ]

     Registrant's revenues for the fiscal year ending December 31, 1997: 
$12,252

     As of December 31, 1997, there were 1,597,405 shares of common no par 
value stock of Helix BioMedix, Inc. issued and outstanding, and the aggregate 
market value of the common stock held by non-affiliates was approximately:  
$1,151,688 

DOCUMENTS INCORPORATED BY REFERENCE:   YES.  SEE INDEX ON PAGES  20-23

EXHIBITS:   Indexed at Pages  20-23

PAGES:  This Form 10-KSB consists of 24 pages, plus pages F-1 through 
F-15.     

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PART I

ITEM 1.  BUSINESS

(a)  General Development of Business

     Helix BioMedix, Inc., formerly Cartel Acquisitions, Inc. ("the Company"), 
was formed under the laws of the state of Colorado on February 2, 1988 to 
create a corporate vehicle to seek and acquire a business opportunity.  On 
March 20, 1989, the Company acquired 100% of the outstanding shares of Helix 
BioMedix, Inc., a Louisiana corporation, ("BioMedix of Louisiana") in exchange 
for shares of the Company's common stock representing a control interest in 
the Company.  The Company acquired all of the stock of BioMedix of Louisiana 
from Helix International Corporation ("Helix"), a Louisiana corporation 
founded in 1985.  BioMedix of Lousiana was incorporated on November 7, 1988 as 
a wholly owned subsidiary of Helix to develop therapeutic biopharmaceuticals 
for animal and human health care.

     On June 19, 1989, having acquired BioMedix of Louisiana, the Company 
amended its charter to change its name to Helix BioMedix, Inc. All references 
herein to the Company refer to Helix BioMedix, Inc., the Colorado corporation, 
and its wholly owned subsidiary, Helix BioMedix, Inc. of Louisiana.

(b)  Description of Business During the Development Stage

Acquisition of Rights to the Lytic Peptide Technology

     Since March 1989 the Company has been involved in the business of 
conducting research both internally and through a contract arrangement with 
Louisiana State University ("LSU").  Prior to its incorporation of BioMedix of 
Louisiana, Helix had started its research on lytic peptides (small bioactive 
proteins) in 1986, and in August 1987 entered into a collaborative 
"Antimicrobial Project" Agreement with LSU which had done pioneering 
exploratory research in this area.   Under the terms of the Agreement Helix 
provided funding for specific research support at LSU, Helix assumed 
responsibility for obtaining a patent position to protect the results of the 
research, and LSU and Helix agreed to share equally in any future royalty 
income, and Helix retained the rights to commercialize the technology 
developed in the Project. 

     Helix transferred to BioMedix of Louisiana in 1988 all of its rights and 
obligations in the Antimicrobial Project relating to the use of lytic peptides 
in animal and human health care.  Therefore, in March 1989 the Company 
acquired all of such rights for the purpose of further developing the 
technology and ultimately bringing commercial products to market.

Research and Management Agreement with Helix International Corporation

     Concurrent with its acquisition of BioMedix of Louisiana, the Company 
entered into an agreement with Helix which provided that the scientific 
employees of Helix continue to conduct lytic peptide research in its 
laboratories, that Helix continue to support the LSU research under the 
Antimicrobial Agreement, that Helix continue to obtain the related patent 
coverage---all to be undertaken on a contract basis for the account of the 
Company.  Under the terms of the Agreement, Helix provided research scientists 
and technicians, laboratory and office facilities and all administrative 
services to the Company on a cost plus 15% basis.  This arrangement continued 
through February 1990.

Research and Management Agreement With University Research & Marketing, Inc.

     In March 1990 the Company lacked adequate financial resources to continue 
its contract research activities, and Helix was also no longer able to provide 

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<PAGE>

financial support to the Company.  At that time Helix closed its laboratory 
operations, and the Company's in-house research and development activities 
were curtailed pending availability of additional financing.  Concurrently, 
the Company underwent a de-facto change in control wherein Helix agreed to 
sell to University Research & Marketing, Inc. ("URM") the majority of its 
controlling stock interest in the Company.  In connection with this action the 
Company entered into an agreement with URM, whereby URM would provide 
administrative services and continue to support the research at LSU in behalf 
of the Company for a flat fee of $20,000 per month plus patent and other out 
of pocket costs.  It was agreed that the Company would defer cash payment for 
such services until it was able to obtain additional corporate financing.  

     URM continued to perform such services on behalf of the Company from 
March 1990 until August 1991.  Although research activities were maintained at 
a substantially lower level than in 1989, the patent prosecution was 
continued, and favorable corroboration of the early research  was obtained by 
scientists in outside universities (other than LSU) who evaluated several of 
the Company's proprietary lytic peptide compounds.  

Discontinuation of Reporting to the SEC and Cessation of Trading of the 
Company's Stock

     From February 1990 until 1994 the Company was operated on an absolutely 
minimum budget for administrative costs because of the lack of operating 
capital.  Therefore, the Company was unable to continue the substantial 
expense and effort of filing quarterly 10-Q and annual 10-K (with audited 
financial statements) Reports with the SEC.  Prior to 1994 the last report 
filed with the SEC was the Company's Report on Form 10-Q for the quarterly 
period ending September 30, 1989.  That Report is incorporated herein by 
reference as Exhibit 13-a.  Until 1994 the Company had not been current nor in 
compliance with the reporting requirements for public companies pursuant to 
Section 13 or 15(d) of the Securities Exchange Act of 1934.  No annual or 
quarterly reports, financial statements, or proxy solicitations were sent to 
the Shareholders by the Company during the period of non-reporting to the SEC.

     In late 1988 and throughout 1989 the Company's common stock was actively 
traded in the over-the-counter market as a "penny stock" listed in the pink 
sheets.  Several brokerage firms acted as market makers in the stock.  After 
State and Federal securities regulatory agencies drastically curtailed 
operations of penny stock brokers in 1989 and 1990, and after the Company 
ceased to make financial statements publicly available, trading of the 
Company's stock substantially discontinued until 1994.  This is discussed 
further in Item 5 of Part II of this Report.

Management Control of the Company Returned to Helix International Corporation

     URM was unable to fulfill its commitment to purchase from Helix the 
controlling interest in the Company's common stock.  In July 1992, de-facto 
control of the Company was returned to Helix by the shareholders of the 
Company, at which time Helix, URM, and Mr. Keith P. Lanneau (returning as 
President and CEO of the Company) and several other substantial shareholders 
committed to a plan of action for revitalizing and restructuring the Company.

Plan for Restructuring the Company

     By mid 1992 it was the belief of the major shareholders of the Company 
that the Company's proprietary lytic peptide technology and the associated 
patent estate and the gradually emerging market potential for 
biopharmaceuticals had developed to a point which encouraged and demanded 
renewed corporate vigor.  Management recognized that the Company should 
undertake a major strategic and financial restructuring to strengthen itself 
and to move aggressively toward commercialization of its technology base.  A 
restructuring plan was adopted with the following objectives which have been 
attained or are currently in the process of implementation as follows:

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<PAGE>

(a)  Several key shareholders to provide interim funding to maintain the 
Company's activities during the restructuring.

Key shareholders have done this on a month-to-month basis since August 1991 to 
the present time.  The Company believes it can rely upon a continuation of 
this funding until permanent private and/or public financing is obtained.

(b)  Management to be strengthened by new outside Directors.

In March 1993 the Company entered into an agreement with the Louisiana 
Partnership for Technology and Innovation ("LAPTI") to obtain assistance in  
implementation of the Company's restructuring plan and in the development of a 
program for selective licensing of the Company's technology.  In consideration 
of these services to be rendered, the Company issued 8,000 shares of its 
common stock to LAPTI in May 1993.  An officer and staff member of the 
Partnership, Mr. Michael K. Marcantel, joined the Company's Board of Directors 
and since 1993 has served as Vice President, Secretary-Treasurer.  He spends 
approximately 20% of his time assisting the Company's President in the 
restructuring initiatives discussed herein.

In December 1993 Dr. Donald R. Owen joined the Company as a Director and Vice 
President and Chief Scientist, bringing high level expertise to the Company in 
its fields of technical endeavor.

In October 1994 Mr. Thomas L. Frazer joined the Company as a Director with the 
specific mission of assisting management with its restructuring plan.  Access 
to Mr. Frazer's extensive business experience and financial expertise 
constitute an important step in further strengthening company management.  In 
mid 1995 the board of directors designated Mr. Frazer as Chief Financial 
Officer for the Company.

(c)  The Agreements with LSU to be renegotiated and novated to the benefit of 
the parties involved.

In March 1993 the Company, Helix, URM, and Helix Phytonetix, Inc. (a related 
company) entered into a novated Agreement of Settlement with LSU which 
releases all the parties from any defaults arising from their former 
respective agreements.  Ownership of the lytic peptide technology, formerly 
jointly owned by LSU and Helix (with the Company as assignee of the Helix 
interest) is now definitively clarified.  Under the new Agreement five U.S. 
patent applications (and their foreign counterparts), which have been 
prosecuted by Helix, URM, and the Company, became the property of LSU.  
Pursuant to the new Agreement, the Company was granted by LSU a world-wide 
exclusive license to the technology of the lytic peptide patent estate with 
respect to all potential uses except in the area of plant technology.  
Additionally, the Company was granted a conditional right, without further 
funding from the Company, to obtain a license to certain  future lytic peptide 
technology which LSU may develop.

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<PAGE>

(d)  Stepped up development and prosecution of the patent estate.

In March 1994 the Company discharged the patent law firm which had previously 
handled prosecution of patent matters relating to the lytic peptide 
technology.  (See Item 3 herein)  The Company retained another large patent 
law firm, which it believes is fully qualified to develop the patent estate.  
The Company is actively working with this law firm, as well as with several 
patent law firms in foreign countries to achieve the final issuance of several 
U.S. and foreign patents during 1998.  During 1997 the patent estate was 
further enhanced by the granting of two Korean patents.  As soon as further 
financing is available, the Company is prepared to file additional patent 
applications on its peptides and drug delivery formulations, based on new 
proprietary bioactive compounds, which are outside the scope of the past 
agreements with LSU. 

(e)  Strengthen in-house scientific expertise and obtain enhanced capability 
to produce the Company's proprietary peptides and to develop formulated drug 
delivery vehicles for same.

In late 1993 the Company entered into negotiations with Therapeutic Peptides, 
Inc. ("TPI"), a firm located in New Orleans, LA.  In the Registrant's December 
31, 1994 10-KSB Report (Exhibit 13-f) it was disclosed that the Company and 
TPI were considering a plan to merge TPI into Helix BioMedix, contingent upon 
the latter's success in completing its first step private financing initiative 
to raise $500,000 as bridge funding.  The Company is currently deliberating 
with two separate corporate and institutional groups considering substantial 
private investment in the Company.  However, during the latter part of 1995, 
the Boards of Directors of Helix BioMedix and TPI concluded that the present 
interests of both companies are better served by a contractural strategic 
alliance between the parties than by a merger of the corporations.  On 
November 10, 1995 the Company and TPI reached agreement on such an alliance 
and executed a "Cooperative Endeavor Agreement" which closely links the 
parties in a joint initiative to further enhance the Company's patent estate 
and to commercialize the Cytoporin technology.

     Dr. Donald R. Owen, Chief Scientist and a director of the Company, serves 
as President and Scientific Director of TPI.  Since 1993 TPI has utilized its 
scientific staff and well equipped laboratory facilities to synthesize and 
further evaluate the Company's lytic peptides.  During the period of 1995 
through 1997 scientists at TPI developed new "third and fourth generation" 
derivatives of the Company's Cytoporin peptides which will further enhance the 
Company's patent estate.  Several of the new peptides, as well as earlier 
patented Cytoporins, all show excellent promise as lead compounds for 
pre-clinical and clinical development of new drugs. 

(f)  Remove the Company's common stock from its previous "penny stock" status.

As set forth in Item 4 (Part I) of this Report, on December 29, 1993 at an 
Annual Meeting of its Shareholders the Company effected a 500:1 reverse split 
of its outstanding shares of Common Stock.  With only 1,597,405 

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<PAGE>

shares now outstanding, the stock (as set forth in Item 5-Part II herein) has 
resumed limited trading in the low "dollars", rather than "penny", range.  
This will facilitate the Company's future efforts to attract market makers and 
retail brokers to support trading of the Company's securities.

(g)  Place the Company's financial reporting on a current basis and resume 
compliance with the SEC public company reporting requirements.

During the third quarter of 1994 the Company filed those Form 10-KSB and 
10-QSB reports necessary to bring it current and in compliance with SEC 
reporting requirements.

Audited financial statements were prepared for the fiscal years ending 
December 31, 1989, 1990, 1991, 1992, and 1993.  These statements were 
incorporated in a Form 10-KSB report for the period ending December 31, 1993.  
That report was filed September 30, 1994 concurrently with the filing of Form 
10-QSB reports for the first and second quarters of 1994.  The Company also 
filed with the SEC its 1994 third quarter 10-QSB and December 31, 1994 10-KSB 
reports on a timely basis.  All quarterly 10-QSB and 10-KSB reports for 1995, 
1996, and 1997 have been filed on a timely basis.  The aforesaid reports are 
incorporated herein by reference as Exhibits 13-a through 13-q.  With the 
present filing of this Form 10-KSB report for the fiscal year ended December 
31, 1997, the Company has been in full compliance with SEC public company 
reporting requirements with timely filing of required reports for the last 
forty two (42) months.   

(h)  Prepare a well documented five year Business Plan for the Company.

As a major component of its restructuring initiative, during the last three 
years the Company developed a five year Business Plan which is periodically 
updated to reflect advances in the state of the Company's technology 
platform.  The strategic elements of this Plan, which the Company believes are 
prudently consistent with the Company's probable ability to attract capital 
resources, will in the near future be reported in summary form to the 
Shareholders and to the public investing community. 

(i)  Resume a program of financial and information reporting to the 
Shareholders.

As soon as practicable after filing of this 1997 10-KSB report the Company 
plans to resume formal communications with its Shareholders by means of 
regular meetings, newsletters and/or quarterly and annual reports to the 
Shareholders.
 
(j)  Obtain adequate outside private capital funding to place the Company in 
sound financial condition to execute its Business Plan.

A primary, and necessary, objective of the Company's restructuring efforts has 
been to reach a point where adequate private capital funding can be attracted 
to supplement the earlier, limited public financing and to move the Company 
out of its development stage by commercializing the technology base.  The 

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Company believes such financing will enable it to enter into strategic 
alliances and licensing agreements to produce both capital and revenues and to 
introduce its first products to the marketplace within the next two years.

Given the availability of current financial reporting, recent advances in 
development of its technology, and the aforesaid Business Plan, during 1996 
and 1997 the Company made presentations to potential private capital sources, 
including both venture capital groups and biotech/pharmaceutical companies 
interested in the Company's technology.  Definitive discussions are now 
underway with several such groups.  During 1998 implementation of the 
financing initiatives is first priority for the Company's management.

(k)  Develop a network of retail brokers to re-establish an active trading 
market in the Company's securities.    

Pursuant to completion of the restructuring initiatives (i) and (j) described 
above, Company management will undertake to interest a group of 
small-to-medium size brokerage firms in becoming retail market makers in the 
Company's common stock.  This will require (1) current SEC reports, (2) a 
summary of the Company's current Business Plan, (3) re-establishment of news 
flow to shareholders, and (4) evidence of good financial viability through 
successful completion of the Company's on-going initiative to attract private 
capital.

During the latter half of 1998 the Company believes it will develop an active 
market for its securities.  This will provide liquidity for the present public 
shareholders as well as lay the groundwork for future public financing by the 
Company. 

Investment in Research and Development

     The Company's direct investment in research and development of its 
"Cytoporin" (i.e., lytic peptide) technology has aggregated $1,996,904 since 
Registrant's inception (November 7, 1988) to December 31, 1997.  Of this sum 
an amount of $339,585 has been capitalized as the legal costs incurred in 
patent prosecution,  $200,000 capitalized as a cost paid by promissory note to 
Helix International Corporation to acquire the Antimicrobial Technology at 
Registrant's inception, and $25,000 paid in common stock issued (10,000 
shares) as partial consideration for Antimicrobial Technology developed for 
the Company by TPI prior to confection of the Cooperative Endeavor Agreement 
in November 1995. The balance of $1,432,319 has been expensed as R & D costs 
as they were incurred by the Company.  The Company's total investment in R & D 
and other operating and interest expenses to develop its Cytoporin technology 
has aggregated $3,421,765 since Registrant's inception through December 31, 
1997. 

     To the best of Registrant's knowledge, prior to November 7, 1988 Helix 
International had invested approximately $839,400 in research and development 
(excluding patent costs) on the lytic peptide technology.  In addition to the 
approximately $4,261,165 invested by Registrant and Helix International 
Corporation to develop the technology base, LSU, several other universities, 
TPI, and several other companies have expended substantial sums of their own 
in exploring potential applications of the Company's Cytoporin technology.

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Potential for Commercialization of the Company's Technology

     The Company's technology is based on the discovery that its proprietary 
bioactive Cytoporin compounds (lytic peptides) have the ability to destroy a 
broad spectrum of bacteria, protozoa, fungi, and viruses which cause 
pathogenic disease conditions in animals and humans.  Some of the Cytoporins 
have demonstrated activity as growth factors to promote wound healing and to 
cause proliferation of white blood cells which are subject to destruction by 
autoimmune diseases such as AIDS.  Certain Cytoporins, in in-vitro tests, have 
shown potential applications as chemotherapeutic agents in cancer therapy.

     With the on-going critical concern in scientific and medical circles 
about the exploding emergence of antibiotic resistant bacteria, the use of 
Cytoporins as adjuvants or enhancers to boost the effect of existing 
antibiotics against resistant bacterial strains opens an important new realm 
of possible pharmaceutical applications for the Company's Cytoporin compounds.

     The cost and time of bringing new drugs to market essentially mandates 
that the Company seek strategic alliances and licensing arrangements with 
larger, well financed companies to bring the Cytoporins through arduous and 
expensive clinical trials before they find commercial applications as 
prescription drugs.

     While the Company is pursuing the long term introduction of high 
potential prescription drugs through a program of strategic partnering, it 
will concentrate in-house efforts on the near term introduction of proprietary 
products in the area of topical antiseptics and industrial disinfectants.

Impact of Regulatory Factors

     The enormous cost and time of bringing prescription drugs through the FDA 
regulatory gauntlet of clinical trials and approvals is a factor that 
virtually assures the Company must seek well financed strategic partners for 
such initiatives in the pharmaceutical or biotechnology industries.  For this 
reason the Company is developing, for near term market introduction, certain 
non-drug products subject to less stringent regulatory hurdles posed by the 
FDA and/or environmental protection agencies.


Company's Proprietary Position and Competition

     The Company believes it is establishing a strong patent position (both 
U.S. and foreign) with respect to the compositions of matter and use of its 
Cytoporin peptides.   There is increasing interest in the biopharmaceutical 
industry in the potential for lytic peptides as therapeutic drug agents.  To 
the best of the Company's knowledge there are at least four other U.S. 
companies actively working in the field.  They have greater financial 
resources available to them.  However, Registrant believes its early dates on 
patents and patent applications are a major competitive asset, as is the 
proprietary technical and product know-how which it has gained  over a period 
of nine years.  The Company's five year Business Plan embraces a concept of 
long term strategic partnering and introduction of near term proprietary 
products to niche markets.  Company management believes the Plan takes full 
cognizance of the emerging presence of well financed competitors in the 
general field of endeavor.


Critical Developments in the Company's Relationship with Louisiana State 
University ("LSU")

     From the outset of its Agreement of Settlement with LSU in 1993, the 
Company found its position as a patent licensee of the University to be one 
without proper cooperative support.  In 1996 and early 1997 the Company 
formally notified LSU officials of its concerns about the deteriorating 
relationship.  During the first quarter of 1997 continuing disputes between 

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the Registrant and LSU resulted in each party's placing the other in default 
of the agreements between the two.

     During the second quarter LSU formally terminated the Company's license 
of certain LSU patents relating to the Cytoporin technology.  This termination 
of license and resolution of the alleged defaults of the parties were all 
subject to arbitration.  The arbitration procedures were invoked, and the 
Company notified LSU of Registrant's intent to seek further relief in an 
appropriate court of law.  The actions of LSU in summarily terminating the 
license were unwarranted in the opinion of management and corporate counsel.  
Furthermore, throughout 1997 Registrant's ongoing initiatives to raise capital 
and to confect strategic alliances were effectively in a state of hiatus until 
the conflict with LSU was settled or otherwise resolved.  Management and 
corporate counsel for the Company emphasized to LSU that the University was 
exposing itself to serious liability for damages which would continue to 
increase by the month.

     In late 1997 the Company and LSU made substantial progress in good faith 
negotiations to settle all disputes.  Continued progress in negotiations by 
year end prompted the parties to place the arbitration proceedings in abeyance 
and to withhold contemplated legal actions pending the outcome of the 
negotiations.

      In March 1998 the Company and LSU reached final agreement on a "Novation 
of Prior Agreements".  Arbitration proceedures were terminated by the 
parties.  In consideration of the Company's dismissing and waiving its causes 
of action against LSU, LSU assigned to the Company all right, title and 
interest to all of the U.S. and foreign patents and patent applications 
previously under license to the Company.  The details of this novation 
agreement and the importance of the Company's  outright ownership of the 
entire patent estate will be further addressed by Registrant in a Form 8-K 
Report and in the forthcoming First Quarter 1998 10-QSB Report.   
        
 
ITEM 2.  PROPERTIES

     The Company maintains its offices in office space provided by the 
Company's President.  The President is paid $200 per month for rent of this 
space and is reimbursed for out-of-pocket expenses for telephone use, postage, 
and other general office expenses.  These rent payments for rent and other 
Company offices expenses are not made in cash, but are accrued as an account 
or note payable to the President (or an affiliated company) until the Company 
is in a position to pay these expenses on a cash basis.  The Company offices 
are located at 2151 East Lakeshore Dr., Baton Rouge, Louisiana 70818.  The 
telephone number is (504) 387-1112, and the Fax Number is (504) 338-9727.

     Synthesis and testing of the Company's proprietary Cytoporin compounds 
(lytic peptides) are
conducted at the laboratories (approx. 3000 sq. ft. ) of Therapeutic Peptides, 
Inc.(TPI) in Harahan, LA.  Dr. Donald R. Owen is President of TPI and is a 
Vice President and Director of Helix BioMedix, Inc.  The Company utilizes the 
TPI laboratories under the terms of the Cooperative Endeavor Agreement between 
the Company and TPI.  The Company reimburses TPI in cash for such contract 
research conducted for the account of the Company.
 

ITEM 3.  LEGAL PROCEEDINGS

     On November 3, 1995 the Company entered into a Loan Agreement with 
International Biochemicals Group, Inc. ("IBG") whereby IBG advanced $25,000 to 
the Company and made a commitment for further lending.  On November 3, 1995 
the Company issued to IBG a promissory note for $25,000 due and payable May 3, 
1996.  The Company has not made payment on the note and advised IBG of its 
breach of various provisions of the lending agreement.  From time to time the 
due date of the note was extended, and the Company agreed to pay the note in 

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full promptly following resolution of its disputes with LSU, in consideration 
of which the Company had offered to withdraw its allegations of IBG's default 
on the Loan Agreement.  The protracted nature of the disputes between LSU and 
the Company and the termination of the Company's license by LSU prompted IBG 
to take legal action to collect on the above referenced note.

     On September 16, 1997 IBG filed a petition in the Nineteenth Judicial 
District Court of Louisiana seeking judgment on the note.  Corporate Counsel 
for the Company timely responded to the petition and filed a reconventional 
demand in support of Registrant's allegation of IBG's breach of the Loan 
Agreement.  This litigation is now in the discovery phase. 


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during 1997.  The 
most recent Annual Meeting of the Shareholders of Registrant was held on 
December 29, 1993.  There was no proxy solicitation for the meeting.  Exhibit 
No. 22 incorporated by reference in this Report is a copy of the Notice of the 
Meeting timely forwarded to the Shareholders.   A quorum was present and 
voting and there was a unanimous vote in favor of each matter voted upon as 
follows:

     Directors elected or re-elected to constitute the Board of Directors.

     Amendments to the Articles of Incorporation to (i) Effect a 500:1 Reverse 
     Stock Split, and (ii) Reduce the Number of Authorized Shares, all as set 
     forth in Exhibit No. 22 incorporated by reference in this Report.

     Exhibit No. 22 also includes a copy of a Notice to Shareholders dated 
March 11, 1994 requesting them to contact Registrant's Stock Transfer Agent to 
exchange their stock certificates pursuant to the shareholder approved 500:1 
reverse stock split.


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)  Principal Market or Markets

     The Registrant's Shares of common stock are traded on the 
over-the-counter market.  Registrant ceased to be compliant with SEC reporting 
requirements in 1990, and there were only limited and sporadic trades of 
Registrant's securities, as "penny stock" from 1990 to 1994.   After the 500:1 
reverse stock split described in Item 4. of Part I of this Report, 
Registrant's stock (formerly symbol HXBI on the pink sheets) was reported in 
April, 1994 under the new stock symbol, "HXBM", on the electronic bulletin 
board of NASDAQ Market Operations.  Since Registrant continued to be 
non-compliant with SEC reporting requirements until September 30, 1994, only 
limited trading of Registrant's stock had taken place in 1994.  Based on 
information received from one of two Market Makers for Registrant's stock, 
during 1995, 1996, and 1997 there has been a continuation of very limited and 
sporadic trading of Registrant's stock, with total transactions aggregating 
less than 20,000 shares during 1997.  In the ninety day period prior to date 
of this Report the bid/ask quote has remained at $1.00 per share bid and $2.00 
to $2.50 per share asked. The foregoing prices are believed to be 
representative inter-dealer quotations, without retail markup, markdown or 
comnmissions, and may not represent actual transactions.

     Registrant believes that a non active market for its securities will 

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continue to exist until such time as (1) Registrant promulgates to the public 
news of the Company's restructuring program and recent advances in development 
of its technology and (2) until the Company, now fully current in it SEC 
reporting, obtains a network of retail brokers to re-establish an active 
trading market for the stock, all as discussed in Item 1 of Part I of this 
Report.  Management believes this will occur during the latter half of 1998.  

(b)  Approximate Number of Holders of Common Stock

     The number of holders of record of Registrant's no par value common stock 
at December 31, 1997 was approximately 600.  Registrant estimates and believes 
there are 400 to 500 additional shareholders holding stock in "street name" in 
brokerage accounts.

(c)  Dividends

     Holders of common stock are entitled to receive such dividends as may be 
declared by the Registrant's Board of Directors.  No dividends have been paid 
with respect to the common stock since Registrant's inception, and no 
dividends are anticipated to be paid in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

(a)  Plan of Operation

     The Company's general plan of operation is outlined in Item 1 of Part I 
of this Report.  The Company has maintained operations since 1990 primarily 
with limited capital provided by loans from key Shareholders.  A major 
strategic and financial corporate restructuring initiative has been undertaken 
since 1993.  The details of this program are set forth in Item 1 of Part I 
herein.  The Company believes it is now prepared to implement a Business Plan 
providing for both near term and long term product introductions.  At the 
present time the Company is actively seeking additional capital through 
private sector financing.  Such financing will be used to bring the Company to 
continuing economic viability from commercially profitable operations.  This 
plan contemplates revenues from licensing and strategic alliances for long 
term development of prescription pharmaceutical products as well as 
introduction within the near term of products subject to less regulatory 
restraints.  It is expected by management that achievement of projected 
progress milestones will establish the Company as a financially viable 
biotechnology firm with substantial public investor support.

(b)  Management's Discussion and Analysis

     During the two fiscal years ending December 31, 1993 and December 31, 
1994, while the Company was instituting the restructuring program discussed in 
this report, the cost of operations was held to a minimum.  Continuing through 
1995, in the absence of revenues operating losses were held to approximately 
$47,000 per quarter, of which approximately $14,000 per quarter represents 
interest accrual rolled into the principal of loans from shareholders.  
Administrative costs were controlled at a low level by the fact that only the 
Company's President was a full time employee.  During this period the company 
substantially enhanced its patent prosecution with an investment of nearly 
$11,000 per quarter.  In house research and development was placed in a 
holding pattern, with no funds of the Company expended in this area.  However, 
evaluation and product development with the Company's Cytoporin compounds has 
continued on an accelerated basis at Therapeutic Peptides, Inc.

     During 1996 operations continued to be funded by loans from shareholders 
in the amount of approximately $236,000.  At December 31,1996 the Company's 
balance sheet was substantially improved by the conversion of approximately 
$111,000 in debt into common stock.  

     In 1996 operating losses increased to an average of approximately $82,500 

     11

<PAGE>

per quarter, of which approximately $16,500 per quarter represented interest 
accrual on loans from major shareholders.  The main source of increase in 
operating expense in 1996 over the prior year came from stepped up R & D 
expense.

     Because of the hiatus created in 1997 by the revocation of the Company's 
license by LSU, operating expenses and R & D expenditures were substantially 
curtailed.  Operating losses averaged approximately $57,100 per quarter, of 
which amount $19,900 was for accrual of interest.  Operations were funded by 
loans from key shareholders.  On December 31, 1997 the Company's balance sheet 
was substantially improved by debt reduction through the conversion of 
$772,075 in promissory notes payable to key shareholders into common stock of 
the Company.  This was indicative of the continuing confidence of management 
and key shareholders in the prospects for the Company's future. 

     In 1996 and 1997 full implementation of the alliance between the Company 
and TPI through the Cooperative Endeavor Agreement confected in November 1995 
strengthened the Company's capability to expand its patent estate and bring 
the Cytoporin technology to commercial fruition.  During this period the 
Company greatly accelerated the development of its technology platform.  Over 
the last two years the development and testing of more active and selective 
peptides produced data which has been particularly valuable in the Company's 
dialogue with potential strategic alliances in the pharmaceutical and 
biotechnology fields.  

     In 1998 the Company expects to complete its renewed initiative to raise 
capital through private financing, pursuant to successful resolution of the 
disputes with LSU.  In its first phase of financing, the Company is seeking to 
raise $500,000 as bridge capital to fund operations for a period of twelve to 
sixteen months at the level projected in the Business Plan.  Management 
believes it is now critically important to increase spending in order to (i) 
step up further development of the patent estate, (ii) fund the vital product 
development work at TPI, (iii) aggressively proceed with seeking strategic 
alliances, (iv) maintain public reporting of company finances and operations, 
and to (v) conclude successfully an effort to bring further equity capital 
funding to the Company.  Management believes after the bridge capital funding 
that an additional $2.0 million added to the Company's equity capital base 
will permit the Company to emerge profitably from its development stage during 
the next two to three years.  Success in its efforts to consummate the planned 
private capital financing steps is now essential to the Company's completion 
of the restructuring program which it has undertaken.

     During the last quarter of 1995 operations were highlighted by two 
important technical developments.  These were reported in two News Releases 
which were both nationally and internationally promulgated through the media 
and Business Wire services.  Copies of these releases were included as 
exhibits in Registrant's 1995 10-KSB Report, which is incorporated by 
reference herein as Exhibit 13-j.  In 1996 and 1997 these News Releases have 
resulted in inquiries from over 20 international pharmaceutical and 
biotechnology companies.  The inquiries about the Cytoporin technology have 
already developed for the Company on-going dialogue with several potential 
candidates for strategic alliances.

     As disclosed in the News Releases, Management believes the Company's 
Cytoporin compounds may play a vital role in addressing the current health 
care crisis related to rapid and continuing emergence of antibiotic resistant 
bacteria and other pathogens.  Also, the announced issuance of two important 
European patents, now owned by the Company, will materially strengthen the 
Company's competitive position and enhance the Company's posture in its 
initiatives to acquire financing and to establish alliances in the 
biopharmaceutical industry.


     The Company's common stock, which is traded OTC under the symbol "HXBM" 
on the NASDAQ bulletin board, continues to trade only sporadically and in 
small transactions.  Management believes this will continue to be the case 
until the Company completes its first step of bridge financing and thereby 

     12

<PAGE>

permit expanded operations under a sound and viable Business Plan.  As a step 
precedent to resumption of active public trading of the common stock, in late 
1995 the Company made application for and obtained published coverage of the 
Company in Standard and Poor's Corporation Records.  This coverage continues 
on a current basis.

     Pending completion of ongoing financing initiatives, current operations 
of the Company continue to be financed by loans from and/or investments by 
several key shareholders.      

ITEM 7.  FINANCIAL STATEMENTS

     Please see Pages F-1 through F-15.

     The following Financial Statements are filed as part of this report:

                                                                      Page
   Report of Independent Certified Public Accountants                 F-1

   Balance sheet as of December 31, 1997                              F-2
                   
   Statement of Operations for the periods ending December 31, 1996
    and December 31, 1997 and for the period from inception 
     (November 7, 1988) to December 31, 1997                          F-3
          
   Statement of Stockholders' Equity (Deficit) for the period from
    inception (November 7, 1988) to December 31, 1997              F-4 to F-6

   Statements of Cash Flows for the period from inception 
    (November 7, 1988) to December 31, 1997                        F-7 to F-8

   Notes to Financial Statements                                   F-9 to F-15

     All schedules have been omitted, as the required information is 
inapplicable or the information is presented in the financial statements or 
the notes thereto.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     There have been no disagreements between the Registrant and its 
independent accountants on any matter of accounting principles or practices or 
financial statement disclosure since the Registrant's inception.

     13

<PAGE>

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL 
PERSONS;                            COMPLIANCE WITH SECTION 16(a) OF THE 
EXCHANGE ACT

(a)  The Directors and Officers of the Registrant are as follows:

Name:  Keith P. Lanneau
Age:  72
Position:  President, CEO, and Director
Tenure as Officer or Director:  March 15, 1989 to March 10, 1990 as President, 
                       CEO, and Director; November 13, 1991 to July 10, 1992 as
                       a Director; and July 10, 1992 to present as President,
                       CEO, and Director.

Name:  Thomas L. Frazer
Age:  52
Position:  Director
Tenure as Officer or Director:  October 27, 1994 to present as a Director

Name:  Robert J. Love, M.D.
Age:  49
Position:  Vice President and Director
Tenure as Officer or Director:  March 15, 1989 to March 10, 1990 as a 
                       Director; September 14, 1991 to July 10, 1992 as a 
                       Director; July 10, 1992 to December 31, 1993 as a 
                       Director; and December 31, 1993 to present as Vice 
                       President and a Director.     

Name:  Michael K. Marcantel
Age:  49
Position:  Vice President, Secretary-Treasurer, and Director
Tenure as Officer or Director:  May 5, 1993 to present.

Name:  Donald R. Owen, Ph.D.
Age:  53
Position:  Vice President , Chief Scientist, and Director
Tenure as Officer or Director:  December 29, 1993 to present.

     A brief description of the business experience of each of the above 
Directors and Officers of Registrant is set forth below:

Mr. Lanneau was founder of Helix Biomedix, Inc. (of Lousiana) in 1988, which 
company was acquired by Registrant on March 20, 1989.  Registrant, formerly 
named Cartel Acquisitions, Inc. (a Colorado corporation) then changed its name 
to Helix BioMedix, Inc. (of Colorado).  Mr. Lanneau has served full time as 
Chief Executive Officer of Registrant during the periods of tenure shown 
above.  He holds a B.S. degree in Physics from the Massachusetts Institute of 
Technology and an M.B.A. degree from Harvard.  He is the author of numerous 
patents and publications and was a scientist and research director with Exxon 
Research and Engineering for eleven years from 1949 to 1960.  For some of his 
notable scientific work with Exxon he was awarded the Senior Moulton Medal of 
the British Institution of Chemical Engineers in 1959.

     14

<PAGE>

Prior to his association with Registrant Mr. Lanneau, after 1960 had extensive 
experience as a scientist-businessman, having been the founder, Chief 
Executive Officer, Director, and/or Principal Scientist of several high 
technology companies.  He was a founding director of Louisiana's Gulf South 
Research Institute, a non-profit multi-disciplinary contract research 
organization.  He was a member of its Board of Directors and Executive 
Committee from 1965 to 1985 and served a two year term as Chairman of the 
Board.  Mr. Lanneau was a founding member of the Louisiana Partnership for 
Technology and Innovation in 1988.  Throughout his business and professional 
career, he has actively served on the boards of various local and statewide 
civic organizations within Louisiana.

In addition to his present duties as President/CEO and Director of the Company 
Mr. Lanneau is an active scientific collaborator with Dr. Donald R. Owen, and 
he assumes primary responsibility for technical interfacing with patent 
attorneys and those outside companies with whom the Registrant seeks 
collaborations and strategic alliances.


Mr. Frazer, a practicing CPA,  is a prominent business executive in Baton 
Rouge, LA.  He was a founding director of a commercial bank and has served on 
the board of directors of a number of business corporations.  He was chairman 
of the board of a $50,000,000 computer software company.  He is a professional 
consultant and expert in company acquisitions, restructuring programs, and 
financial reorganizations. As such, Mr. Frazer's recent addition to the 
Company's board of directors constitutes an important milestone in the 
Company's initiative to strengthen its management organization.

Dr. Love is a Canadian citizen and resident of Vancouver, British Colombia.  
He holds a B.S. degree in biology and received his Doctorate in Medicine from 
the University of Alberta.  From 1986 to 1988 he served as President and 
Director of Esstra Industries Corporation, a Canadian public company with 
interests in several high technology ventures.  During his association with 
Helix BioMedix, Inc. he has been active in developing interest in the 
company's technology at medical research clinics in Canada.  In his medical 
practice in Vancouver he specializes in environmental medicine and 
immunology.  He is a member of the American Academy of Environmental 
Medicine.  

Mr. Marcantel is a Vice President of the Louisiana Partnership for Technology 
and Innovation ("LAPTI") and has held that position since 1988.  Prior to 
joining LAPTI he held various management positions from 1977 to 1988 with Gulf 
South Research Institute where he was responsible for contract administration 
and intellectual property (patents) management.  He holds a B.S. degree in 
Business Administration from Louisiana State University.

LAPTI, a private, non-profit successor to Gulf South Research Institute 
supported by both State and private funding, assists in the formation and/or 
development of new technology based industries within the State of Louisiana.  
LAPTI makes small seed capital investments in and/or contributes expertise in 
strategic and financial planning and management assistance to its "portfolio" 
companies.  As an officer and senior staff member of LAPTI, Mr. Marcantel 
presently serves on the Board of Directors of several high technology 
companies based in Louisiana.  In behalf of LAPTI, which holds a minority 
equity interest (approx. 1%) in Registrant, he spends approximately 20% of his 
time on his activities as an Officer and Director of Helix BioMedix, Inc.  Mr. 
Marcantel is a member of the Technology Transfer Society, Licensing Executives 
Society, and the National Contract Management Association.

     15

<PAGE>

Dr. Owen holds a B.S. degree in Pre-Medicine and M.S. degree in Chemistry.  He 
obtained his Ph.D. in Chemistry from the University of Houston.  He has served 
on the faculties and staff of the University of Southern Mississippi, the 
University of Utah, and Tulane University.  Dr. Owen has numerous publications 
and extensive academic and industry research experience in several fields 
including polymer chemistry, biomaterials science, biomedical engineering, 
cosmetic and pharmaceutical formularies, and computer-aided rational design of 
bioactive peptides and proteins.

After serving six years as a Senior Scientist with Gulf South Research 
Institute, in 1987 Dr. Owen founded Biosouth Research Laboratories, Inc. 
("BRL") in New Orleans as a private, contract research laboratory specializing 
in development of pharmaceutical and cosmetic formularies.  He is also founder 
and President of Biosyn, Inc., a manufacturer of specialty products for the 
cosmetic and pharmaceutical industries.  He is President of Vital Assist, 
Inc., another high technology company doing pioneering research on development 
of medical device organ perfusion systems for use in organ transplant centers 
and in the transport and preservation of donated human organs. Both of these 
latter two companies are "spin-outs" from technologies developed by Dr. Owen 
in his research company, BRL.  In 1992 a third "spin-out" (Therapeutic 
Peptides, Inc. ("TPI") was formed by BRL and Dr. Owen to focus on research in 
peptide chemistry and to collaborate with Helix BioMedix, Inc. in the 
synthesis and testing of the proprietary Cytoporin (lytic peptide) compounds 
of BioMedix.

At the present time Registrant and TPI are working jointly to commercialize 
the Cytoporins under the terms of the Cooperative Endeavor Agreement adopted 
by them in November 1995.  Dr. Owen is President and Scientific Director of 
TPI.  In December 1993 he joined Helix BioMedix, Inc. as a Director and Vice 
President and Chief Scientist. Dr. Owen is presently an Adjunct Professor of 
Materials Science and Bioengineering at the University of New Orleans.  He is 
a member of the American Chemical Society, Society of Biomaterials, and the 
International Society of Artificial Organs.  In 1993 he received recognition 
from the Louisiana Partnership for Technology and Innovation as the State's 
top "Innovator of the Year".

     All Directors of the Registrant will hold office until the next annual 
meeting of the shareholders and hold office until their successors have been 
elected and qualified.

     The Officers of the Registrant are elected by the Board of Directors at 
the first meeting after each annual meeting of the Registrant's shareholders 
and hold office until their death or until they shall resign or have been 
removed from office.

     The date of the next annual meeting of the Registrant will be determined 
by the Registrant's Board of Directors in accordance with Colorado law.

(b)  Compliance With Section 16(a) of The Exchange Act

     No persons or entities holding Registrant's securities or serving as 
Officers or Directors of Registrant are subject to the reporting requirements 
of Section 16(a) of The Exchange Act.

                                                         
ITEM 10.  EXECUTIVE COMPENSATION

     Since 1991 the only officer who has received compensation for his 
services is the President and CEO, Keith P. Lanneau.  From December 1, 1991 to 
December 31, 1994 he was compensated by an accrual of $5,000 per month.  In 

     16

<PAGE>

lieu of cash payment for services, which has not been feasible for the 
Company, Mr. Lanneau accepted convertible promissory notes of the Company, 
payble on demand, with 8% interest compounded quarterly.  Said notes, in the 
aggregate amount of $192,943, were converted on April 1, 1995 into 80,000 
shares of common stock of the Company at a price of $2.42 per share.

     Commencing January 1, 1995 to the present Helix International Corporation 
and Arrowhead Technology Associates, Inc., both affiliates of Registrant, have 
provided full time management consulting services to the Company for a fee of 
$5000 per month through June 30, 1995 and for $6000 per month thereafter.  
These fees include Mr. Lanneau's services as President and CEO of the Company.

     Since inception of the Company no persons have received any monetary 
compensation for their services as Members of the Board of Directors.  On 
December 31, 1997, in consideration of their past services as Directors of the 
Company the following persons were granted stock options to purchase common 
stock at a price of $1.00 per share, the number of shares being shown beside 
each name.  These options replaced options previously granted to the same 
persons in 1995.

     Director                                Number of Shares

     Thomas L. Frazer                           20,000
     Dr. Robert J. Love                          5,000
     Michael K. Marcantel                       15,000
     Dr. Donald R. Owen                         15,000
     Keith P. Lanneau                           20,000
                                              ---------
                                                75,000


     The above cited options are all exercisable upon issuance and expire at 
December 31, 2000.
                         

SUMMARY ANNUAL COMPENSATION TABLE 

Name and                Year      Salary     Bonus      Other Compensation
 Position
- -----------------     ------     --------    -------    ------------------
Keith P. Lanneau        1991     $ 5,000      None        None
 Director 12/91 to
 6/92, President and    1992     $60,000      None        None
 CEO and Director from
 7/92 to Present        1993     $60,000      None        None

                        1994     $60,000      None        None
                        1995           -      None        Options
                        1996           -      None        None
                        1997           -      Options

     17

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

(a)  Present Ownership

     The following table sets forth, as of the date of this Report, the stock 
ownership of each person known by the Registrant to be the beneficial and/or 
record owner of five percent or more of the Registrant's Common Stock, each 
Officer and Director individually and all Officers and Directors of the 
Registrant as a group:

<TABLE>
<S>                                 <C>                                   <C>
NAME AND ADDRESS                    NUMBER OF SHARES                      PERCENT
- ----------------                    ----------------                      -------

Helix International Corporation         844,062                            52.8% 
2151 East Lakeshore Drive
Baton Rouge, LA 70808

Estate of Joy G. Lanneau  (1)            91,000 (2)                         5.7%
2151 East Lakeshore Drive
Baton Rouge, LA 70808

Keith P. Lanneau                        935,062 (3)                        58.5%
2151 East Lakeshore Drive
Baton Rouge, LA 70808

Thomas L. Frazer                        151,499 (4)                         9.5%
7520 Perkins Rd. Suite 280
Baton Rouge, LA 70808

Robert J. Love                              -0- (5)                         0.0%
3483 W. 18th Ave.
Vancouver, B.C.
Canada V6S 1A8

Michael K. Marcantel                        -0- (6)                         0.0%
8748 Quarters Lake Road
Baton Rouge, LA 70809

Donald R. Owen                           10,000 (7)                         0.6%
5701 Crawford St., Suite 1
Harahan, LA 70123
                                      ---------                           ------
All Officers and Directors            1,096,561                            68.6%
As a Group (5 persons)                ---------                           ------   
                                                                          
                                      =========                           ======
     TOTAL SHARES OUTSTANDING         1,597,405                           100.0%
                                      =========                            ======
</TABLE>

     18

<PAGE>

(b)  Ownership Assuming Conversion of All Promissory Notes and Exercise of 
Options
<TABLE>
<S>                                 <C>                                  <C>
NAME AND ADDRESS                    NUMBER OF SHARES                      PERCENT
- ----------------                    ----------------                      -------

Helix International Corporation         844,062                            42.9%

Estate of Joy G. Lanneau  (1)           384,131 (2)                        19.5%  

Keith P. Lanneau                      1,248,193 (3)                        63.4%

Thomas L. Frazer                        171,499 (4)                         8.7%

Robert J. Love                            5,000 (5)                         0.2%

Michael K. Marcantel                     15,000 (6)                         0.8%

Donald R. Owen                           25,000 (7)                         1.3%
                                        -------                            -----
All Officers and Directors            1,464,692                            74.5%   
As a Group (5 persons)              
                                      =========                           ======
     TOTAL SHARES OUTSTANDING         1,967,336                           100.0%
                                      =========                           ====== 
</TABLE>

(c)  Notes to Tables (a) and (b) Above

(1)  Mrs. Joy G. Lanneau, former spouse of Keith P. Lanneau, died March 30, 
1998.  Mr. Lanneau is beneficial owner of securities owned by her estate.

(2)  As at December 31, 1997, Mrs. Lanneau was beneficial owner of 91,000 
shares of stock and of notes convertible into 293,131 shares of stock, either 
held personally or beneficially as sole shareholder of Arrowhead Technology 
Associates, Inc..

(3)  Mr. Lanneau is beneficial owner as Chief Executive Officer of Helix 
International Corporation, and as beneficiary of the estate of Mrs. Lanneau, 
of 935,062 shares of stock.  As a Director he also holds an option to purchase 
20,000 shares.  He is beneficial owner of the stock conversion rights held by 
the Estate of Mrs. Lanneau.

(4)  Mr. Frazer is the holder of record of 151,499 shares of stock and an 
option, as a Director, to purchase an additional 20,000 shares.

(5)  Dr. Love holds, as a Director, an option to acquire 5,000 shares of 
stock.

     (6)  Mr. Marcantel holds, as a Director, an option to purchase from the 
Company 15,000 shares of      stock.

(7)  As controlling shareholder of TPI, Dr. Owen is the beneficial owner of 
10,000 shares of the Company's stock.  He also owns, as a Director, an option 
to purchase an additional 15,000 shares. 

     19

<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a)  With Helix International Corporation

     From March 1989 to March 1990, the Company contracted with Helix 
International Corporation ("Helix"), a principal shareholder, to conduct 
research on lytic peptides and the Company's proprietary Cytoporin compounds 
on a contract basis for the account of the Company.  The Company incurred a 
total of $655,321 in such research costs paid or payable to Helix during this 
period.  These costs included payments by Helix to Louisiana State University 
("LSU") for contract research support and to patent attorneys for development 
of a patent position on the Company's proprietary technology.  At December 31, 
1997, the Company's promissory notes for $752,802 were outstanding to Helix to 
recognize the balance due to Helix on unpaid research costs, accrued interest, 
consulting fees, and patent pass through costs.  On December 31, 1997 these 
notes were converted into 304,062 shares of common stock of the Company (at an 
average price per share of $2.48.  In addition, $50,000 in debt payable to 
Helix had been converted in September 1993 into common stock equity of the 
Company on the basis of $2.50 per share. 

     Commencing January 1, 1995 the Company began to accrue for Helix 
International a management consulting fee of $5000 per month, which fee was 
increased to $6000 per month effective July 1, 1995.  This fee arrangement 
includes the services of Mr. Lanneau as President and CEO of the Company, and 
Mr. Lanneau has not otherwise been compensated by the Company since 1994 for 
his services as an officer.  This consulting fee arrangement with Helix 
International was terminated June 30, 1996 and was transferred to Arrowhead 
Technology Associates, Inc.

(b) With Arrowhead Technology Associates, Inc.

     Arrowhead Technology Associates, Inc. is a business consulting company 
affiliated with Mr. Lanneau.  On July 1, 1996 the Company began to accrue for 
Arrowhead a consulting fee of $6000 per month, which fee continues to the 
present and includes the services of Mr. Lanneau as President and CEO of the 
Company.  Mr. Lanneau receives no other compensation for his services as an 
officer of Registrant.  Office rent and general office expenses of the Company 
are paid by Arrowhead and the Company either reimburses Arrowhead or accrues 
these expenses to the Company's promissory note payable to Arrowhead.  This is 
more fully discussed in Item 12. (d) below. 

(c)  With University Research & Marketing, Inc.

     In March 1990, when Helix became unable to continue funding of the 
Company's research and other business activities, the Company entered into an 
agreement with another shareholder, University Research & Marketing, Inc. 
(URM), as part of a restructuring of debt, to continue the Company's research 
and development for a flat fee of $20,000 per month plus patent and other out 
of pocket costs.  Under this agreement, which terminated the Company's earlier 
agreement with Helix, URM provided administrative services and sponsored 
research on behalf of the Company totalling $360,000 for the period from March 
1990 until August 1991.  The $360,000 in debt incurred under this agreement 
was converted into common stock equity of the Company by the shareholder in 
September, 1993.  The conversion was on the basis of $2.50 per share of 
stock.  At March 31, 1995, the Company remained obligated to URM for out of 
pocket costs, patent costs, and interest in the form of a promissory note in 
the amount of $104,331.  On April 1, 1995 this note was also converted into 
common stock at $2.50 per share.

     As part of the LSU Settlement Agreement (described in Note 1 to the 
Financial Statements, pages F-9,10), the Company entered into a sublicense 
agreement with URM, a shareholder, for the development and marketing of a 
portion of the Company's proprietary technology, specifically the use of the 
technology in food preservation and purification of drinking water.

     20

<PAGE>

(d)  With Keith P. Lanneau

     The Company maintains it corporate offices in the offices of its 
President, Keith P. Lanneau.  From Inception to December 31, 1997, the Company 
has incurred $147,619 in rental and general office expense reimbursements 
which have been paid or are payable to Arrowhead Technology Associates, Inc., 
another company affiliated with Mr. Lanneau.  In September, 1993 $50,000 of 
the debt incurred with the affiliated company was converted into common stock 
equity of the Company.  The conversion was on the basis of $2.50 per share of 
stock.  At December 31, 1997, the balance of the unpaid debt to the affiliated 
company, Arrowhead Technology Associates, Inc.,  was evidenced by the 
Company's promissory note in the amount of $188,166. This balance includes 
unpaid accruals for rent, general office expenses, the consulting fee 
described in Item 12. (b) above, and accrued interest.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

     Exhibit No.                          Description and Location
- -----------                          ------------------------

3-a   Articles of Incorporation and ByLaws
      Incorporated by reference to Exhibit No. 3 to the Registrant's 
      Registration Statement (No.33-20897-D) dated July 1, 1988.

3-b   Amendments to Articles of Incorporation
      Incorporated by reference to Form 10-KSB for 1993 filed by Registrant 
      with the SEC (File No. 33-20897-D) on September 30, 1994.

3-c   Amendments to By Laws
      Incorporated by reference to Form 10-KSB for 1993 filed by Registrant 
      with the SEC (File No. 33-20897-D) on September 30, 1994.

13-a   Registrant's Form 10-Q For the Quarter Ended September 30, 1989
       Incorporated by reference to Form 10-Q filed by Registrant with the SEC
       (File No. 33-20897-D) on November l5, 1989.

13-b   Registrant's Form 10-KSB for the Five Years Ended December 31, 1993
       Incorporated by reference to Form 10-KSB for 1993 filed by Registrant 
       with the SEC (File No. 33-20897-D) on September 30, 1994.

13-c   Registrant's Form 10-QSB For the Quarter Ended March 31, 1994
       Incorporated by reference to Form 10-QSB (First Quarter, 1994) filed 
       by Registrant with the SEC (File No. 33-20897-D) on September 30, 1994.

13-d   Registrant's Form 10-QSB For the Quarter Ended June 30, 1994
       Incorporated by reference to Form 10-QSB (Second Quarter, 1994) filed 
       by Registrant with the SEC (File No. 33-20897-D) on September 30, 1994.

13-e   Registrant's Form 10-QSB For the Quarter Ended September 30, 1994
       Incorporated by reference to Form 10-QSB (Third Quarter, 1994) filed by
       Registrant with the SEC (File No. 33-20897-D) on November 12, 1994.

     21

<PAGE>

13-f   Registrant's Form 10-KSB for the Year Ended December 31, 1994
       Incorporated by reference to Form 10-KSB for 1994 filed by 
       Registrant with the SEC (File No. 33-20897-D) on April 12, 1995.

13-g   Registrant's Form 10-QSB for the Quarter Ended March 31, 1995
       Incorporated by reference to Form 10-QSB (First Quarter, 1995) filed 
       by Registrant with the SEC (File No. 33-20897-D) on May 12, 1995.

13-h   Registrant's Form 10-QSB for the Quarter Ended June 30, 1995
       Incorporated by reference to Form 10-QSB (Second Quarter, 1995) 
       filed by Registrant with the SEC (File No. 33-20897-D) on August 12, 
       1995.

13-i   Registrant's Form 10-QSB for the Quarter Ended September 30, 1995
       Incorporated by reference to Form 10-QSB (Third Quarter, 1995) filed 
       By Registrant with the SEC (File No. 33-20897-D) on November 13, 1995.

13-j   Registrant's Form 10-KSB for the Year Ended December 31, 1995 
       Incorporated by Reference to Form 10-KSB for 1995 filed by Registrant 
       with the SEC (File No. 33-20897-D) on April 12, 1996.

13-k   Registrant's Form 10-QSB for the Quarter Ended March 31, 1996 
       Incorporated by reference to Form 10-QSB (First Quarter, 1996) filed 
       by Registrant with the SEC (File No. 33-20897-D) on May 16, 1996.

13-l   Registrant's Form 10-QSB for the Quarter Ended June 30, 1996 
       Incorporated by reference to Form 10-QSB (Second Quarter, 1996) filed 
       by Registrant with the SEC (File No. 33-20897-D) on August 12, 1996.

13-m   Registrant's Form 10-QSB for the Quarter Ended September 30, 1996 
       Incorporated by reference to Form 10-QSB (Third Quarter, 1996) filed by
       Registrant with the SEC (File No. 33-20897-D) on November 8, 1996.

13-n   Registrant's Form 10-KSB for the Year Ended December 31, 1996
       Incorporated by Reference to Form 10-KSB for 1996 filed by 
       Registrant with the SEC (File No. 33-20897-D) on April 9, 1997.

13-o   Registrant's Form 10-QSB for the Quarter Ended March 31, 1997
       Incorporated by Reference to Form 10-QSB (First Quarter, 1997) filed 
       by Registrant with the SEC (File No. 33-20897-D) on May 14, 1997.

13-p   Registrant's Form 10-QSB for the Quarter Ended June 30, 1997
       Incorporated by Reference to Form 10-QSB (Second Quarter, 1997) 
       filed by Registrant with the SEC (File No. 33-20897-D) on August 14, 
       1997.

13-q   Registrant"s Form 10-QSB for the Quarter Ended September 30, 1997
       Incorporated by Reference to Form 10-QSB (Third Quarter, 1997) filed 
       by Registrant with the SEC (File No. 33-20897-D) on November 13, 1997.

22     Notice of 1993 Annual Shareholders' Meeting and Request to Exchange 
       Stock Certificates Pursuant to 500:1 Reverse Stock Split
       Incorporated by reference to Form 10-KSB for 1993 filed by Registrant 
       with the SEC (File No. 33-20897-D) on September 30, 1994.

     22

<PAGE>

(b) Reports on Form 8-K

     No reports on Form 8k were filed during any quarter of the fiscal year 
ending December 31, 1997.

     23

<PAGE>

SIGNATURES




     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Report to be signed 
on its behalf by the undersigned, thereunto duly authorized.

Registrant:  HELIX BIOMEDIX, INC.  


By:/s/Keith P. Lanneau                              Date:  April 15, 1998
   ____________________________                
   Keith P. Lanneau, President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this 
Report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.


By:/s/Keith P. Lanneau                              Date:  April 15, 1998
   _____________________________________   
   Keith P. Lanneau, President, Principal
       Financial Officer, and Director

By:/s/Michael K. Mercantel                          Date:  April 15, 1998
   _____________________________________   
   Michael K. Marcantel, Vice President,
       Secretary-Treasurer, and Director

By:/s/Donald R. Owen                                Date:  April 15, 1998
   _____________________________________ 
   Donald R. Owen, Vice President, Chief
       Scientist, and Director

     24

<PAGE>

HELIX BIOMEDIX, INC.
Financial Statements
December 31, 1997

<PAGE>


CONTENTS



                                                           Page   

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT           F-1

BALANCE SHEET                                               F-2

STATEMENTS OF OPERATIONS                                    F-3

STATEMENT OF STOCKHOLDERS' DEFICIT                       F-4 to F-6

STATEMENTS OF CASH FLOWS                                 F-7 to F-8

NOTES TO FINANCIAL STATEMENTS                            F-9 to F-15

<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT




The Board of Directors
Helix Biomedix, Inc.
Baton Rouge, Louisiana


We have audited the accompanying balance sheet of Helix 
Biomedix, Inc. as of December 31, 1997, and the related 
statements of operations, cash flows, and changes in 
stockholders' deficit for each of the two years then 
ended and for the period from inception (November 7, 
1988) to December 31, 1997.  These financial statements 
are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these 
financial statements based on our audit.

We conducted our audit in accordance with generally 
accepted auditing standards.  Those standards require 
that we plan and perform the audit to obtain reasonable 
assurance that the financial statements are free of 
material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and 
disclosures in the financial statements.  An audit also 
includes assessing the accounting principles used and 
significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  
We believe that our audit provides a reasonable basis for 
our opinion.

In our opinion, the financial statements referred to 
above present fairly, in all material respects, the 
financial position of Helix Biomedix, Inc. as of December 
31, 1996, and the results of its operations, cash flows, 
and changes in its stockholders' deficit for each of the 
two years ended December 31, 1997, and for the period 
from inception (November 7, 1988) to December 31, 1997 in 
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared 
assuming the Company will continue as a going concern.  
The company, which is in the development stage, has 
incurred substantial losses since its inception, and has 
minimal current assets with which to repay obligations as 
they come due.  Management plans to raise money in equity 
markets to finance further patent prosecution and ongoing 
research and development activities.  However, there is 
no assurance that management will be successful in 
obtaining additional financing.  These conditions give 
rise to substantial doubt about the Company's ability to 
continue as a going concern.  These financial statements 
do not include any adjustments which may be necessary if 
the Company is unable to continue in existence.


Denver, Colorado
April 13, 1998


COMISKEY & COMPANY
PROFESSIONAL CORPORATION


F-1

<PAGE>

        HELIX BIOMEDIX INC.
           BALANCE SHEET
         DECEMBER 31, 1997

CURRENT ASSETS
  Cash                                     $      1,101
  Note Receivable - TPI                          25,000
                                              ---------
    Total current assets                         26,101

OTHER ASSETS
  Accrued interest receivable                     3,590
  Antimicrobial technology (net)                132,496
  Patents pending and approved (net)            323,077
                                              ---------
    Total other assets                          459,163
                                              ---------
  Total assets                             $    485,264
                                              =========

CURRENT LIABILITIES
  Accounts payable - trade                 $     11,936
  Notes payable                                  40,000
  Notes payable on demand - related parties     293,131
  Accrued interest payable                       12,701
                                              ---------
    Total current liabilities                   357,768

LONG TERM LIABILITIES                            25,000

STOCKHOLDERS' DEFICIT
  Common stock, no par value, 2,000,000 
    shares authorized, 1,597,405
    shares issued and outstanding             2,781,605
  Preferred stock, no par value, 400,000
    shares authorized, no shares issued or
    outstanding                                       -
  Additional paid in capital                    137,400
  Deficit accumulated during the 
    development stage                        (2,816,509) 
                                              ---------
  Total stockholders' equity                    102,496
                                              ---------
  Total liabilities and stockholders' 
    deficit                                $    485,264
                                              =========

The accompanying notes are an integral part of the
financial statements

F-2

<PAGE>

HELIX BIOMEDIX INC.
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (NOVEMBER 7, 1988)
TO DECEMBER 31, 1997

<TABLE>
<S>                                    <C>           <C>          <C>
                                       INCEPTION
                                       TO DEC. 31,       DECEMBER 31,
                                       1997            1997         1996
                                       -----------   --------      --------

REVENUE                                $    23,090  $  12,252     $   7,838

OPERATING EXPENSES
 Research & Development                  1,432,319     70,500             -
 Amortization                              109,664     17,492        17,492
 Accounting & Legal                        115,939     11,843         4,284
 Advertising                                13,488          -             -
 Compensation costs                        137,400          -             -
 Consulting fees                           486,953     37,245        85,437
 Office expense                            151,315     23,060        26,414
 Other general & administrative costs       11,287        840           685
                                       -----------    ---------    --------
TOTAL OPERATING EXPENSES                 2,458,365    160,980       267,812
                                       -----------    ---------    --------
NET LOSS FROM OPERATIONS                (2,435,275)  (148,728)     (259,974)

OTHER (INCOME) EXPENSE
 Gain on settlement of lawsuit             (48,574)         -       (48,574)
 Interest expense                          429,808     79,785        70,152
                                       -----------    ---------    --------
                                           381,234     79,785        21,578
                                       -----------    ---------    --------
NET LOSS                                (2,816,509)  (228,513)     (281,552) 
                                       ===========   =========      =======


NET LOSS PER SHARE                     $     (3.01)   $   (0.18)   $ (0.24) 
                                       ===========    =========    =======
WEIGHTED AVERAGE SHARES OUTSTANDING        934,719    1,270,620   1,159,644
                                       ===========    =========   ========
</TABLE>



The accompanying notes are an integral part of the
financial statements.

     F-3

<PAGE>

HELIX BIOMEDIX INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM INCEPTION (NOVEMBER 7, 1988) TO
DECEMBER 31, 1997


<TABLE>
<S>                     <C>       <C>       <C>        <C>          <C>
                                            ADDITIONAL
                        COMMON STOCK        PAID IN    ACCUMULATED  STOCKHOLDERS'
                        # SHARES  AMOUNT    CAPITAL    DEFICIT      DEFICIT
                        --------- --------- ---------- -----------  -------------
Initial capitalization  1,000,000 $  66,486                            $   66,486
November 7, 1988

Restated for recapitalization
of the private company   (370,000)                                              -

Net loss for the period
ended Dec 31, 1988                                       (217,271)      (217,271)
                        ---------  -------  ---------- -----------  -------------
Balance, 
December 31, 1988         630,000   66,486                (217,271)      (150,785)

Reverse acquisition of
Helix BioMedix, Inc. by
Cartel Acquisitions, Inc.
March 20, 1989            151,262  855,292                                855,292

Net loss for the year
ended Dec 31, 1989                                        (705,641)      (705,641) 
                        ---------  -------  ---------- -----------  -------------
Balance, 
December 31, 1989         781,262  921,778                (922,912)        (1,134)

Net loss for the year
ended Dec 31, 1990                                        (267,541)      (267,541) 
                        ---------  -------  ---------- -----------  -------------
Balance 
December 31, 1990         781,262  921,778              (1,190,453)      (268,675)

Net loss for the year
ended Dec 31, 1991                                        (206,878)      (206,878) 
                        ---------  -------  ---------- -----------  -------------
Balance 
December 31, 1991         781,262  921,778              (1,397,331)      (475,553)

Issuance of stock for
services rendered, 
Dec. 1992, $2.50/share      5,600   14,000                                 14,000

Net loss for the year
ended Dec 31, 1992                                        (191,053)      (191,053) 
                        ---------  -------  ---------- -----------  -------------
Balance 
December 31, 1992         786,862  935,778              (1,588,384)      (652,606)


The accompanying notes are an integral part of the financial statements.

     F-4

<PAGE>

HELIX BIOMEDIX INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM INCEPTION (NOVEMBER 7, 1988) TO DECEMBER 31, 1997
continued


                                            ADDITIONAL
                        COMMON STOCK        PAID IN    ACCUMULATED  STOCKHOLDERS'
                        # SHARES  AMOUNT    CAPITAL    DEFICIT      DEFICIT
                        --------- --------- ---------- -----------  -------------

Issuance of stock for
services rendered, 
May, 1993 $5.00/share       8,000    40,000                                40,000

Issuance of stock in 
partial settlement of 
account payable,
May, 1993, $5.00/share      4,000    20,000                                20,000

Issuance of stock for 
debt conversion, September
1993, $2.50 per share     184,000   460,000                               460,000

Issuance of stock for 
current and prior services
rendered, December 1993, 
$2.50 per share             9,490    23,724                                23,724

Fractional shares issued
in connection with 1 for
500 reverse stock split        29                                               -

Net loss for the year
ended Dec 31, 1993                                        (222,049)      (222,049) 
                        --------- --------- ---------- -----------  -------------
Balance 
December 31, 1993         992,381 1,479,502             (1,810,433)      (330,931)

Issuance of stock 
for cash, March and 
December 1994,
$2.50 per share            16,000    40,000                                40,000

Net loss for the year
ended Dec 31, 1994                                        (172,503)      (172,503) 
                        --------- --------- ---------- -----------  -------------
Balance, 
December 31, 1994       1,008,381 1,519,502             (1,982,936)      (463,434)

Issuance of stock 
for debt conversion,
April 1995, $2.50/share    41,732   104,331                               104,331


The accompanying notes are an integral part of the financial statements.
     F-5

<PAGE>

HELIX BIOMEDIX INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM INCEPTION (NOVEMBER 7, 1988) TO DECEMBER 31, 1997
continued


                                            ADDITIONAL
                        COMMON STOCK        PAID IN    ACCUMULATED  STOCKHOLDERS'
                        # SHARES  AMOUNT    CAPITAL    DEFICIT      DEFICIT
                        --------- --------- ---------- -----------  -------------
Issuance of stock for 
debt conversion, 
April 1995, $2.41/share    80,000   192,943                               192,943

Issuance of stock for
cash, April 19, 1995,
$2.50 per share             4,800    12,000                                12,000

Issuance of stock for
debt conversion, 
September 1995,
$2.50 per share            14,731    36,828                                36,828

Issuance of stock 
consideration in 
cooperative endeavor 
agreement Nov. 10, 1995    10,000    25,000                                25,000

Issuance of stock options                      137,400                    137,400

Net loss for the year
ended Dec 31, 1995                                        (323,508)      (323,508) 
                        --------- --------- ---------- -----------  -------------
Balance 
December 31, 1995       1,159,644 1,890,604    137,400  (2,306,444)      (278,440)

Issuance of stock 
for conversion of debt
and accounts payable 
for consulting fees, 
December 1996.
$1.00 per share           110,976   110,976                               110,976

Net loss for the year
ended Dec 31, 1996                                        (281,552)      (281,552) 
                        --------- --------- ---------- -----------  -------------
Balance 
December 31, 1996       1,270,620 2,001,580    137,400  (2,587,996)      (449,016)

Issuance of stock 
for conversion of debt
and accounts payable 
for consulting fees, 
December 1997.
$2.50 and $1.00 
per share                 326,785   780,025                               780,025

Net loss for the year
ended Dec 31, 1997                                        (228,513)      (228,513) 
                        --------- --------- ---------- -----------  -------------
Balance 
December 31, 1997       1,597,405 2,781,605    137,400  (2,816,509)       102,496
                        ========= ========= ========== ===========  =============
</TABLE>

The accompanying notes are an integral part of the financial statements.

     F-6

<PAGE>

HELIX BIOMEDIX, INC.
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (NOVEMBER 7, 1988) TO DECEMBER 31, 1997

<TABLE>
<S>                                       <C>          <C>         <C>
                                          INCEPTION
                                          TO DEC. 31,     DECEMBER 31,
                                          1997          1997        1996
                                          -----------  ----------  ----------

CASH FLOWS FROM OPERATIONS
Net Loss                                $  (2,816,509) $ (228,513) $ (281,552)
Adjustments to reconcile net loss
 with net cash flows from operations
  Stock for services                          155,906      20,745      37,437
  Accrued interest receivable                  (3,590)     (1,751)     (1,839)
  Amortization                                109,845      17,492      17,492
  Compensation Cost                           137,400           -           -
  Consultation Fees                           151,437           -      85,437
  Research & Development                       24,000           -      24,000
  Increase(decrease) in accounts
   payable                                     11,936       5,142     (31,581)
  Increase (decrease) in accounts
   payable - related party                    343,936    (690,944)          -
  Increase in accrued
   interest payable                            12,701       4,204       3,582
                                          -----------  ----------  ----------
NET CASH USED IN OPERATIONS                (1,872,938)   (873,625)   (147,024)

CASH FLOWS FROM INVESTING ACTIVITIES
Patents                                      (202,227)    (10,532)    (13,689)
                                          -----------  ----------  ----------
NET CASH USED IN INVESTING ACTIVITIES        (202,227)    (10,532)    (13,689)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash received in Cartel
 reverse acquisition                          634,497           -           -
Due from Affiliate                                  -           -      30,124
Notes Receivable                              (25,000)          -           -
Notes payable                                  72,394      25,000      (4,131)
Related party notes payable (net)             509,556      99,609      59,323
Issuance of stock for cash                     52,000           -           -
Issuance of stock for debt                    832,819     759,280      73,539
                                          -----------  ----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES   2,076,266     883,889     158,855
                                          -----------  ----------  ----------
NET INCREASE (DECREASE) IN CASH                 1,101        (268)     (1,858)

CASH, BEGINNING, OF PERIOD                          -       1,369       3,227
                                          -----------  ----------  ----------
CASH, END OF PERIOD                     $       1,101  $    1,101  $    1,369
                                          ===========  ==========  ==========


The accompanying notes are an integral part of the financial statements

     F-7

<PAGE>

HELIX BIOMEDIX, INC.
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (NOVEMBER 7, 1988) TO DECEMBER 31, 1997
continued



SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
AND OTHER CASH INFORMATION



                                          INCEPTION
                                          TO DEC. 31,     DECEMBER 31,
                                          1997          1997        1996
                                          -----------  ----------  ---------

Stock issued to acquire patents      $      66,486  $         -  $         -
Debt issued to acquire technology          200,000            -            -
Bridge loans outstanding at acquisition    200,000            -            -
Patent costs included in accts payable      74,120            -        1,784
Accounts payable converted to notes        700,559       13,295       37,437
Accrued interest rolled into note          346,750       75,581       69,501
Notes converted to equity                  867,023       72,921      334,102

Cash paid for interest and taxes               651            -          651
</TABLE>

The accompanying notes are an integral part of the financial statements

     F-8

<PAGE>

Helix BioMedix, Inc.
Notes to Financial Statements
For the period from inception (November 7, 1998) to December 31, 1997


1.   Summary of Significant Accounting Policies
Description of entity

Helix BioMedix, Inc., formerly Cartel Acquisitions, Inc. ("the Company") was 
formed under the laws of the state of Colorado on February 2, 1988 to create 
a corporate vehicle to seek and acquire a business opportunity.  On March 
20, 1989, the Company acquired 100% of the outstanding shares of Helix 
BioMedix, Inc., a Louisiana corporation, ("BioMedix of Louisiana") in 
exchange for 630,000 shares of the Company's common stock.  The Company 
acquired its shares from Helix International Corporation.  BioMedix of 
Louisiana was incorporated on November 7, 1988 as a separate corporate 
entity from Helix International, Inc., to develop therapeutic 
biopharmaceuticals for animal and human health care.  The accompanying 
financial statements present the financial position and results of 
operations of BioMedix of Louisiana since inception.

Unless otherwise noted, all references herein to ("the Company") refer to Helix
BioMedix, Inc., the Colorado corporation, and its wholly owned subsidiary, 
Helix BioMedix, Inc. of Louisiana.


Development stage activities

The Company has been involved in the business of conducting research both 
internally and in conjunction with a research and development arrangement 
with Louisiana State University (LSU), in the field of biotechnology.  The 
Company applies genetic engineering techniques to the development of 
potential commercial products primarily in the fields of human therapeutics 
and agribusiness.

In conjunction with the incorporation of BioMedix of Louisiana, Helix 
transferred to it, by way of an Assignment of Interest in Technology, all of 
Helix's right, title and interest in and to the technology and potential 
Patent rights relating to the use of lytic peptides in animal and human 
health care.  Furthermore, Helix granted to BioMedix of Louisiana all of 
Helix's rights and obligations associated with the Helix/LSU Antimicrobial 
Project relating to the use of lytic peptides in animal and human health 
care.  In exchange for the transfer of technology, BioMedix of Louisiana 
issued 100% of its stock to Helix and signed a $200,000 promissory note to 
Helix.

Concurrently with the aforementioned events, the Company entered into an 
agreement with Helix International with provided that the scientific 
employees of Helix continue to conduct the lytic peptide research on a 
contract basis for the account of the Company.  Under the terms of the 
Agreement, Helix provided research associates, laboratory and office 
facilities and all administrative services to the Company on a cost plus 15% 
basis until an aggregate of $500,000 in expenditures had been reached.  This 
arrangement continued through February 1990.

     F-9

<PAGE>

Helix BioMedix, Inc.
Notes to Financial Statements
For the period from inception (November 7, 1998) to December 31, 1997
continued

In March 1990, the Company's in-house research and development activities 
were curtailed pending additional financing.  Concurrently, the Company 
underwent a de-facto change in control wherein Helix International sold the 
majority of its controlling stock interest in the Company to University 
Research Marketing, Inc. ("URM").  Concurrently with this action, the 
Company entered into an agreement with URM to provide administrative 
services and to continue its research and development for a flat fee of 
$20,000 per month plus patent and other out of pocket costs.  URM performed 
such services and funded research at LSU on behalf of the Company from March 
1990 until August 1991.

In July 1992, de-facto control of the Company was returned to Helix 
International, and the Company, with the assistance of both URM and Helix 
International, began a series of negotiations with LSU which culminated in the 
February 1993 Agreement of Settlement, Compromise and Release.  This 
settlement agreement essentially released LSU, the Company, Helix 
International, URM, and Helix Phytonetix, a related company, from defaults 
under their original respective agreements.  The settlement renewed the 
Company's exclusive license in five lytic peptide patents currently under 
development.  Excluding research and development costs expensed to 
operations as incurred, the Company's investment in these patents was 
$323,077, net of amortization,  at December 31, 1997.  As part of the 
settlement, the Company executed a sublicense agreement with URM for the 
development and marketing of a portion of the patented technology.

In 1993, the Company entered into an agreement with the Louisiana 
Partnership forTechnology and Innovation to obtain assistance in the 
implementation of a financial and managerial restructuring plan for the 
Company, and in the development and implementation of licensing programs for 
the technology.  In consideration for these services, the Company issued 
8,000 shares of its common stock to the Partnership in May 1993.

In late 1993, the Company entered into negotiations with Therapeutic 
Peptides, Inc. (TPI), the objective of which was to bring about a merger of 
TPI into Helix BioMedix, Inc., contingent upon the successful completion of 
the Company's financing plan.  Since 1993 and through the present, TPI has 
continued to conduct lytic peptide research on behalf of the Company.

In November 1995, the Company, in lieu of the proposed merger with TPI, 
entered into a cooperative endeavor agreement with Therapeutic Peptides, 
Inc.  Upon consummation of the agreement, Therapeutic Peptides, Inc. 
received 10,000 shares of stock in Helix BioMedix, Inc., and shall 
henceforth share in the royalties received by Helix BioMedix, Inc. with 
respect to the derivative peptides.  The  Company continues to fund research 
on its peptides at the laboratories of TPI.

In 1996, the Company agreed to an out of court settlement resulting from a 
suit filed by  the Company and three other parties, including Helix 
International, Inc., University Research and Marketing, Inc. and Helix 
Phytonetix, against former patent attorneys for the failure to renew patents 
held by the  plaintiffs.  The settlement resulted in a gain for the Company 
of $48,574.

Due to the fact that the Company's research and development activities have 
begun but there has been no significant revenue therefrom, the Company is in 
the development stage as defined in Statement of Financial Accounting 
Standards #7.

The following are the Company's significant accounting policies:

     F-10

<PAGE>

Helix BioMedix, Inc.
Notes to Financial Statements
For the period from inception (November 7, 1998) to December 31, 1997
continued

Basis of Presentation
The accompanying financial statements have been prepared assuming the 
Company will continue as a going concern.  The Company, which is in the 
development stage, has incurred substantial losses since its inception, and 
has no current assets with which to repay obligations as they come due.  
Management plans to raise money in equity markets to finance further patent 
prosecution and ongoing research and development activities.  However, there 
is no assurance that management will be successful in obtaining additional 
financing.  These conditions give rise to substantial doubt about the 
Company's ability to continue as a going concern.  These financial 
statements do not include any adjustments which may be necessary if the 
Company is unable to continue.

Intangibles
Patent costs, consisting primarily of legal, filing and maintenance fees, 
are capitalized.  Amortization is taken on the straight line method over the 
life of each patent(s), commencing upon the issuance of the patents, not to 
exceed 17 or 20 years, depending on the date the patent was issued, or the 
date the application was filed.  Antimicrobial technology which was 
purchased in conjunction with the patents, has been capitalized at the basis 
of the debt issued for it.  This technology is being amortized ratably over 
twenty years.  Organization costs were amortized ratably over 60 months.

Research and Development
Research and development costs are expensed as incurred.

Statement of cash flows
For purposes of the statement of cash flows, the company considers all 
highly liquid debt instruments purchased with an original maturity of three 
months or less to be cash equivalents.

Loss per share
Basic loss per share has been computed using the weighted average number of 
shares outstanding during the period.  Diluted loss per share has not been 
presented as the effect of potentially dilutive securities is estimated to 
be antidilutive.

Use of estimates
The preparation of the Company's financial statements in conformity with 
generally accepted accounting principles requires the Company's management 
to make estimates and assumptions that affect the amounts reported in these 
financial statements and accompanying notes.  Actual results could differ 
from those estimates.

Income taxes
For all periods presented, the Company has computed its income tax benefit 
under FASB 109 - Accounting for Income Taxes.  Because of the company's 
creation of a valuation allowance for the tax benefit of net operating loss 
carryforwards and R & D credit carryforwards, there is no material 
difference in the financial statements between income tax calculated under 
FASB 109 and income tax calculated under APB 11.

     F-11

<PAGE>

Helix BioMedix, Inc.
Notes to Financial Statements
For the period from inception (November 7, 1998) to December 31, 1997
continued

Reverse stock split
On December 29, 1993 the company underwent a 1 for 500 reverse stock split.  
All share and per share amounts have been retroactively restated to reflect 
the split.

2.  Notes Payable
The Company is obligated under the following notes at December 31, 1997

8% convertible promissory note,
principal and interest due June 1996.              4,000

12% promissory note, principal and
interest due November 1989                         2,000

Two 8% convertible demand
notes payable to shareholders, due
on demand.                                       293,121

Three 12% promissory notes due
December 1998, each note
convertible into 400 shares of
common stock at the option of the
holder.                                            9,000

10.25% promissory note, principal
and interest due May 1996                         25,000

8.00% promissory note, principal
and interest due June 1999                        25,000
                                                 -------
Total notes outstanding                          358,121

Less amount classified as current                333,121
                                                 -------
                                               $  25,000

The shareholder notes for $293,131 are secured by a first security interest 
in technology and intellectual property rights of the Company.  Interest is 
payable quarterly in cash or common shares of the Company at the rate of 
$1.00 per share, or may be converted to principal.  Form of payment of 
quarterly interest is at the discretion of the note holder.  The note plus 
accrued interest is convertible in whole or in part at any time prior to 
maturity into shares of the Company's common stock at $1.00 per share

The 8% note for $4,000 is convertible into shares of the Company's common 
stock at $2.50 per share.

The 8% note for $25,000 is convertible into shares of the Company's common 
stock at '$1.50 per share.

     F-12

<PAGE>

Helix BioMedix, Inc.
Notes to Financial Statements
For the period from inception (November 7, 1998) to December 31, 1997
continued

Debt maturities over the next five years are as follows:  due in 1998, 
$333,121: due in 1999, $25,000: and, due thereafter $0.

3.   Stockholders' Equity
The Company has 1,597,405 outstanding common shares and no outstanding 
preferred shares.  The Company is authorized to issue 2,000,000 common and 
400,000 preferred shares.  The Company's president, Keith P. Lanneau, holds 
a total of 935,062 shares beneficially as shareholder in Helix 
International, which holds 844,062 of the Company's shares, and as 
beneficial owner of 91,000 in the Estate of Mrs. Joy G Lanneau.

On December 29, 1993, the Company underwent a 1 for 500 reverse stock split.  
All share and per share amounts in these financial statements have been 
retroactively restated to reflect this reverse split.

At December 31, 1997, the Company had outstanding stock options to purchase 
75,600 shares of the Company's common stock, 600 of which are exerciseable 
at $0.50 per share and the remaining 75,000 at $1.00 per share.  The options 
became exercisable upon issuance and expire at various dates through 2000.

4.   Income Taxes
At December 31, 1997 the Company has approximately $2,817,000 in net 
operating loss carryforwards and approximately $97,000 in Research and 
Development tax credit carryforwards available to offset future taxable 
income and related income tax. The operating loss carryforwards expire 
between 2003 and 2012.  The tax benefit of these carryforwards has been 
offset by a full allowance for realization.

5.   Related Party Transactions
From March 1989 to March 1990, the Company contracted with Helix 
International, Inc., a principal shareholder, to conduct lytic peptide 
research on a contract basis for the account of the Company.  The Company 
incurred a total of $655,321 in research costs paid or payable to Helix 
International during this period.  At December 31, 1997, the entire 
promissory note for $747,900 was converted into common stock of the company 
at $2.50 per share or a total 299,160 shares.  In addition, $50,000 in debt 
payable to Helix International had been converted to equity in 1992.

The Company maintains its corporate offices in the offices of its president.  
From inception to December 31, 1997, the Company has incurred $147,619 in 
rental and general office expense reimbursements which have been paid or are 
payable to an affiliated company.

The President of the Company is also a principal shareholder of Helix 
Phytonetix, Inc.  ("Phytonetix").  Phytonetix is a party to the LSU 
settlement agreement described in Note 1.  As a result of the out of court 
settlement also described in Note 1, Phytonetix  paid $30,124

     F-13

<PAGE>

Helix BioMedix, Inc.
Notes to Financial Statements
For the period from inception (November 7, 1998) to December 31, 1997
continued

to the Company, the total amount that was outstanding, during the year ended 
December 31, 1996.

As part of the LSU settlement described in Note 1, the Company entered into 
a sublicense agreement with URM, a shareholder, for the development and 
marketing of a portion of the patented technology, specifically the use of 
the technology in food preservation and purification of drinking water.

For the year ended December 31, 1997, $72,000 of consulting fees have 
accrued to Arrowhead Technology Associates, Inc.

The note receivable from Therapeutic Peptides, Inc.(TPI), a shareholder of 
the Company, was due June 30, 1996.  The Company plans to write off this 
receivable against invoices received from TPI for work to be performed in 
future periods on behalf of the Company in the area of research & 
development.  For the year ended December 31, 1997, none of this credit was 
used.

6.   Legal Proceedings
On November 3, 1995 the Company entered into a Loan Agreement with 
International Biochemicals Group, Inc. ("IBG") whereby IBG advanced to the 
Company and made a commitment for further lending.  On November 3, 1995 the 
Company issued to IBG a promissory note for $25,000 due and payable May 3, 
1996.  The Company has not made payment on the note and advised IBG of its 
breach of various provisions of the lending agreement.  From time to time 
the due date of the note was extended, and the Company agreed to pay the 
note in full promptly following resolution of its disputes with LSU, in 
consideration of which the Company had offered to withdraw its allegations 
of IBG's default on the Loan Agreement.  The protracted nature of the 
disputes between LSU and the Company and the termination of the Company's 
license by LSU propmpted IBG to take legal action to collect the above 
referenced note.

On September 16, 1997 IBG filed a petition in the Nineteenth Judicial 
District Court of Louisiana seeking judgement on the note.  Corporate 
Counsel for the Company timely responded to the petition and filed a 
reconventional demand in support of Registrant's allegations of IBG's breach 
of the Loan Agreement.  This litigation is now in the discovery phase.

7.   Subsequent events
During the first quarter of 1998, the disputes with LSU, which began March 
1993,  were settled in a novation agreement, effective January 15, 1998,  
more fully described in the next paragraph.

     F-14

<PAGE>

Helix BioMedix, Inc.
Notes to Financial Statements
For the period from inception (November 7, 1998) to December 31, 1997
continued

7.  Subsequent events, continued
In March 1993 the Company, Helix, URM, and Helix Phytonetix, Inc. (a related 
company) entered into a novated Agreement of Settlement with LSU which 
releases all the parties from any defaults arising from their former 
respective agreements.  Under this Agreement five U.S. patent applications 
(and their foreign counterparts), which had been prosecuted by Helix, URM, and 
the Company, became the property of LSU.  Pursuant to this new Agreement, the 
Company was granted by LSU a world- wide exclusive license to the technology 
of the lytic peptide patent estate with respect to all potential uses except 
in the area of plant technology.  Additionally, the Company was granted a 
conditional right, without further funding from the Company, to obtain a 
license to certain  future lytic peptide technology which LSU may develop.

From the outset of its Agreement of Settlement with LSU in 1993, the Company 
contended its position as a patent licensee of the University to be one 
without proper cooperative support.  In 1996 and early 1997 the Company 
formally notified LSU officials of its concerns about the deteriorating 
relationship.  During the first quarter of 1997 continuing disputes between 
the Registrant and LSU resulted in each party's placing the other in default 
of the agreements between the two.

During the second quarter LSU formally terminated the Company's license of 
certain LSU patents relating to the Cytoporin technology.  This termination of 
license and resolution of the alleged defaults of the parties were all subject 
to arbitration.  The arbitration procedures were invoked, and the Company 
notified LSU of Registrant's intent to seek further relief in an appropriate 
court of law.

In late 1997 the Company and LSU made substantial progress in good faith 
negotiations to settle all disputes.  Continued progress in negotiations by 
year end prompted the parties to place the arbitration proceedings in abeyance 
and to withhold contemplated legal actions pending the outcome of the 
negotiations.

In March 1998 the Company and LSU reached final agreement on a "Novation of 
Prior Agreements".  Arbitration proceedures were terminated by the parties.  
In consideration of the Company's dismissing and waiving its causes of action 
against LSU, LSU assigned to the Company all right, title and interest to all 
of the U.S. and foreign patents and patent applications previously under 
license to the Company.  Although the assignment was made for nominal 
consideration, with LSU entitled to no future royalties of licenses rights, 
the Novation Agreement contains a provision by which Helix BioMedix may pay up 
to $1,000,000 to LSU upon final FDA approval of the first two pharmaceuticals 
falling within the scope of the patents and patent applications now assigned 
by LSU to the Company.

     F-15

<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
BALANCE SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS 
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10KSB FOR THE YEAR 
ENDED DECEMBER 31, 1997.
</LEGEND>
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                            1101
<SECURITIES>                                         0
<RECEIVABLES>                                    25000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 26101
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  485264
<CURRENT-LIABILITIES>                           357768
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       2781605
<OTHER-SE>                                    (2679109)
<TOTAL-LIABILITY-AND-EQUITY>                    485264
<SALES>                                              0
<TOTAL-REVENUES>                                 12252
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                160980
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               79785
<INCOME-PRETAX>                                (228513)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                    (0.18)
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</TABLE>


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