FORM 10-Q SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 33-20897-D
HELIX BIOMEDIX, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Colorado 84-1080717
_______________________________ __________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2151 E. Lakeshore Drive, Baton Rouge, LA 70808
___________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(225)-387-1112
______________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
______________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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 the number of shares outstanding of each of the issuer's classes
of stock, as of the latest practicable date.
Shares
Outstanding
Class of Securities at March 31, 1999
___________________ ___________________
Common Stock, no par value 1,622,400
DOCUMENTS INCORPORATED BY REFERENCE: YES, SEE INDEX ON PAGE 7.
-------------------------
EXHIBITS: Indexed at page 7.
-------------------
PAGES: This form 10-QSB consists of 7 pages and Exhibit No. 99-b (2 pages),
plus pages F-1 through F-5.
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Information
Please see Pages F-1 through F-5.
The following financial statements are filed as part of the Report:
Accountants' Disclaimer of Opinion ....................F-1
Balance Sheet .........................................F-2
Statements of Loss and Accumulated Deficit ............F-3
Statements of Cash Flows ..............................F-4
Notes to Financial Statements .........................F-5
These financial statements should be read in conjunction with the audited
financial statements at December 31, 1998. Those statements are
incorporated herein by reference as part of Exhibit No. 99-a.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
This item incorporates by reference Item 1-Part I and Item 6-Part II of
Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1998. (Exhibit No. 99-a). That Report was dated April 15, 1999, and,
except for the financial statements, the information therein is current and
fully applicable to this Report.
(a) Plan of Operation
The Company's general plan of operation is outlined in Item 1 of Part I
of Exhibit No. 99-a. 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, Exhibit No. 99-a. 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.
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
2
<PAGE>
Company's knowledge there are five or six other U.S. and Canadian
companies actively working in the field. Several of which companies 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 ten 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.
Collaborative Research with Therapeutic Peptides, Inc.
As set forth in Item 1 of Part I of Exhibit No. 99-a, (i) during the
period 1987 to 1992 the Company conducted the original germinal research
on its Cytoporin technology through scientific work which it supported at
Louisiana State University. ("LSU"); and thereafter (ii) the Company
expanded the realm of its scientific expertise and continued development
of the technology through a joint venture with Therapeutic Peptides, Inc.
("TPI"), a New Orleans, LA based high-tech research entity. In November
1995 the Company and TPI formalized their alliance through execution of
a "Cooperative Endeavor Agreement". This agreement closely linked the
parties in a continuing initiative to expand upon the early work done at
LSU, to further enhance the patent Company's patent estate and to
commercialize the Cytoporin technology.
Dr. Donald R. Owen, Chief Scientist and a director of the Company,
Serves as CEO and Scientific director of TPI. Since 1993 TPI has utilized
its technical staff and well equipped laboratory facilities to synthesize
and further evaluate the Company's proprietary lytic peptides. From 1995
through 1998 scientists at TPI developed new and improved "third and fourth
generation" derivatives of the Company's earlier proprietary peptides.
Several of the new peptides show promise as lead compounds for pre-clinical
and clinical development of new drugs. Patent applications and patents
resulting from the joint undertaking by TPI and the Company will be fully
assigned to the Company, thereby substantially enhancing the Company's
patent properties derived from the earlier research sponsored at LSU.
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
the Registrant and LSU resulted in each party's placing the other in default
of the agreements between the two.
During the second quarter of 1997 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 and 1998 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.
3
<PAGE>
In March 1998 the Company and LSU reached final agreement on a "Novation
of Prior Agreements". Arbitration procedures 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 patent estate now fully
assigned to the Company has resulted in sole ownership by the Company of
sixteen (16) U.S. and foreign patents already issued, twelve (12) U.S. and
foreign patent applications pending, and numerous divisional applications
subject to filing with the early priority dates (1987 to 1989) of the issued
patents and applications pending.
(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
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 1998, pending final resolution of the dispute with LSU (as set forth
in Part I herein), and pending consumation of a private financing initiative,
the Company continued curtailment of its operating expenditures. During the
year operating losses averaged approximately $40,800 per quarter, of which
only $8,300 was for accrual of interest. The relatively large reduction of
interest costs from 1996 and 1997 resulted from the substantial reduction
of debt at the end of 1997. During 1998 and the first quarter of 1999
operations continued to be funded by stock purchases and loans from key
shareholders.
In 1999 the Company expects to complete its renewed initiative to raise
capital through private financing, following the recent settlement of disputes
with LSU. In its first phase of financing, the Company is seeking to
raise $1,000,000 to 2,000,000 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 additional equity capital can be
added, on a favorable basis, to the Company's capital base. This should
facilitate the Company's emerging 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. Pending
completion of ongoing financial and restructuring initiatives, current
operations of the Company continue to be financed by loans from and/or
investments by several key shareholders.
4
<PAGE>
The Company's common stock, which is traded OTC under the symbol "HXBM"
on the OTC 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
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.
(c) Year 2000 Issue
The Company's management has conducted as assessment of the impact of
the Year 2000 issue on its operations. Management believes that Year 2000
Issues are not currently material to the Company's business, operations
or financial condition, and the Company does not currently anticipate that
it will incur any material expenses to remediate any Year 2000 issues it may
encounter. However, Year 2000 issues may become material to the Company
following its completion of a business combination transaction. In that
event, the Company may be required to adopt a plan and a budget for
addressing such issues.
(d) Other Developments
During the first quarter of 1999 the Company retained the services of
outside financial and management consultants to (i) update various components
of the Company's Business Plan (ii) evaluate and develop alternative plans
for financial restructuring, (iii) assist the Company with recruitment of
management and scientific personnel, and to (iv) implement programs for
enhancing corporate public profile (e.g., development of a Company Website)
to facilitate investor relations and strategic contacts with the scientific
and pharmaceutical industry communities.
5
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. 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
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.
On August 19, 1998 the Court granted the judgment to Interbio for payment of
principal and interest due on the note along with legal costs. The judgment
is on appeal and the Company continues the litigation to recover damages from
Interbio on the reconventional demand still pending in the suit. Included in
the accompanying financial statements is $25,000, representing principal
amount of the IBG note, plus interest of $7,454. In the event the Company's
appeal is unsuccessful, management estimates the Company will be liable for
an additional $15,080 in interest and legal fees pursuant to the
aforementioned judgment. In its reconventional demand the Company is
seeking to recover damages in excess of $1,000,000 from Interbio for its
alleged breaches of contract.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
6
<PAGE>
ITEM 5. OTHER INFORMATION
(a) Notice of Annual Shareholders' Meeting
On April 22, 1999 the Company gave notice to its shareholders of record on
April 20, 1999 of an Annual Meeting of the Shareholders to be held in Baton
Rouge, LA on May 28, 1999. A copy of said notice, setting forth purposes
of the meeting, is incorporated herein as Exhibit 99-b.
(b) Election of Two New Directors at a Board of Directors Meeting
At a duly called meeting of the Company's Board of Directors on May 12,
1999, a quorum was present, and the directors, by unanimously adopted
resolutions, increased the number of directors from five (5) to seven (7).
The two vacancies on the board, thereby created, were filled by a
resolution appointing two new members to the board. The actions of the
board were in full compliance with provisions of the Company's By Laws
and the Colorado Corporation Act
The two new directors have been active during 1999 in the Company's
business affairs as members of the outside consulting group assisting the
Company in its restructuring initiatives reported herein. At the Annual
Meeting of Shareholders on May 28, 1999 the shareholders will elect a new
slate of seven (7) directors to serve until the next annual meeting
thereafter of the shareholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description and Location
- ----------- ---------------------------------
99-a Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998
Incorporated by reference to Form 10-KSB for 1998 filed by
Registrant with the SEC (File No. 33-20897-D) on
April 15, 1999.
99-b Registrant's Notice to Shareholders of Annual Meeting
Called for May 28, 1999.
Incorporated herein as part of Form 10-QSB for the
Quarter ended March 31, 1999.
(b) Reports on Form 8-K--None
SIGNATURE
Pursuant to the requirements 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.
HELIX BIOMEDIX, INC. DATE: May 18, 1998
BY:/s/ Keith P. Lanneau
Keith P. Lanneau, President, Principal Financial and Accounting Officer.
7
<PAGE>
HELIX BIOMEDIX, INC.
(A Development Stage Company)
March 31, 1999
(Unaudited)
<PAGE>
CONTENTS
Page
ACCOUNTANTS' REPORT F-1
BALANCE SHEET F-2
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT F-3
STATEMENTS OF CASH FLOWS F-4
NOTES TO FINANCIAL STATEMENTS F-5
<PAGE>
The Board of Directors
Helix BioMedix, Inc.
The accompanying balance sheet of Helix BioMedix, Inc. (a
development stage company) as of March 31, 1999 and the
related statements of loss and accumulated deficit and
cash flows for the period then ended were not audited by
us, and accordingly, we do not express an opinion on them.
Denver, Colorado
May 13, 1999
COMISKEY & COMPANY
PROFESSIONAL CORPORATION
F-1
<PAGE>
Helix BioMedix, Inc.
(A Development Stage Company)
BALANCE SHEET
March 31, 1999
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,299
Note receivable - TPI 25,000
----------
Total current assets 27,299
OTHER ASSETS
Accrued interest receivable 5,780
Antimicrobial technology (net) 118,431
Patents pending and approved (net) 362,311
----------
486,522
----------
TOTAL ASSETS $ 513,821
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ 22,393
Accounts payable - related party 49,284
Notes payable 40,000
Notes payable - related parties 435,508
Accrued interest payable 17,956
----------
Total current liabilities 565,141
LONG-TERM LIABILITIES
Notes payable to shareholders 27,602
STOCKHOLDERS' EQUITY
Preferred stock, no par value, 400,000 shares
authorized, no shares issued and outstanding -
Common stock, no par value, 2,000,000 shares
authorized, 1,622,400 shares issued and outstanding 2,806,600
Additional paid-in-capital 137,400
Deficit accumulated during the
development stage (3,022,922)
----------
(78,922)
----------
Total liabilities and stockholders' equity $ 513,821
==========
The accompanying notes are an integral part of the financial statement
F-2
<PAGE>
Helix BioMedix, Inc.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
For the period from inception (November 7, 1988) to March 31, 1999
(Unaudited)
<TABLE>
<S> <C> <C> <C>
Inception to For the three months ended
March 31, March 31,
1999 1999 1998
------------ --------- ---------
REVENUE $ 19,500 $ - $ -
EXPENSES
Accounting & legal 121,948 27 -
Advertising 13,488 - -
Amortization 135,480 6,236 4,895
Compensation cost 137,400 - -
Consulting fees 531,948 9,100 10,900
Office expense 177,952 6,036 4,403
Other general &
administrative costs 13,534 435 274
Research & development 1,492,319 12,000 12,000
------------ -------- --------
TOTAL OPERATING
EXPENSES 2,624,069 33,834 32,472
------------ -------- --------
NET LOSS FROM
OPERATIONS (2,604,569) (33,834) (32,472)
OTHER (INCOME) EXPENSE
Gain on settlement
of lawsuit (48,574) - -
Interest income (5,780) (438) (438)
Interest expense 472,707 9,778 7,413
------------ -------- -------
418,353 9,340 6,975
------------ -------- -------
NET LOSS $ (3,022,922) $ (43,174) $ (39,447)
============ ========= ==========
NET LOSS PER SHARE ($2.98) ($0.03) ($0.02)
============ ========= ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,015,901 1,619,300 1,597,405
============ ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
Helix BioMedix, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the period from inception (November 7, 1988) to March 31, 1999
(Unaudited)
Inception to For the three months ended
March 31, March 31,
1999 1999 1998
------------ ----------- ----------
NET CASH PROVIDED (USED)
BY OPERATIONS $ (1,949,007) $ 18,018 $ (37,040)
CASH FLOWS FROM INVESTING ACTIVITIES
Patents (253,212) (16,482) (6,321)
------------ ----------- ----------
NET CASH USED IN INVESTING ACTIVITIES (253,212) (16,482) (6,321)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of stock for debt 832,819 - 4,900
Issuance of stock for cash 62,000 - 10,000
Note receivable (25,000) - -
Cash received in reverse
acquisition 634,497 - -
Notes payable 74,455 - 500
Related party notes payable (net) 625,747 - 27,590
------------ ----------- ----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 2,204,518 - 42,990
------------ ----------- ----------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 2,299 1,536 (371)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 763 1,101
------------ ----------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 2,299 $ 2,299 $ 730
============ =========== ==========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
AND OTHER CASH INFORMATION
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 accounts payable 99,859 - 2,815
Accounts payable converted to notes 700,559 - -
Accrued interest rolled into note 384,393 8,727 7,413
Notes converted to equity 1,639,548 - -
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
Helix BioMedix, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(Unaudited)
1. Management's representation of interim financial information.
-------------------------------------------------------------
The accompanying financial statements have been prepared by Helix
BioMedix, Inc. without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted as allowed by such rules and regulations, and
management believes that the disclosures are adequate to make the
information presented not misleading. These financial statements include
all of the adjustments which, in the opinion of management, are necessary
to a fair presentation of financial position and results of operations.
All such adjustments are of a normal and recurring nature. These
financial statements should be read in conjunction with the audited
financial statements at December 31, 1998.
2. 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 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. On August 19, 1998 the Court granted the
judgment to IBG for payment of principal and interest due on the
note along with legal costs. The judgment is on appeal and the Company
continues the litigation to recover damages from IBG on the reconventional
demand still pending in the suit. Contingent liability of the Registrant
on the judgement is approximately $15,080 in excess of the face amount
of the note and interest which the Registrant has accrued to date
in its financial statements. In its reconventional demand the Company
is seeking to recover damages in excess of $1,000,000 from Interbio for
its alleged breaches of contract.
F-5
<PAGE>
Exhibit No. 99-b to SEC Form 10-QSB
For Quarterly Period Ending March 31, 1999
NOTICE OF THE ANNUAL MEETING OF THE SHAREHOLDERS OF
HELIX BIOMEDIX, INC.
TO BE HELD ON FRIDAY, MAY 28, 1999
Notice is hereby given that the Annual Meeting of the Shareholders
of Helix BioMedix,Inc., a Colorado Corporation, will be held on May 28,
1999, at 2:00 P. M., local time, at a conference room in the AmeriSuites
Hotel located at 6080 Bluebonnet Blvd. in Baton Rouge,Louisiana 70809. At
this meeting the following matters will be considered:
1. The election of directors.
2. An amendment to Article IV of the Corporation's Articles of Incorporation
to increase (a) the number of authorized shares of no par value Common Stock
from two million (2,000,000) to ten million (10,000,000) and (b) the number of
authorized shares of no par value Preferred Stock from four hundred thousand
(400,000) to two million (2,000,000).
3. Such other business as may properly come before the Annual Meeting or any
adjournment thereof.
Said meeting may be adjourned from time to time without other
notice than by announcement at said meeting, or any adjournment thereof,
and any and all business for which said meeting is hereby noticed may be
transacted at any such adjournment. Only holders of the Company's no par
value Common Stock of record at the close of business on April 20, 1999
shall be entitled to notice of and to vote at the meeting and at any
adjournment or adjournments thereof.
Baton Rouge, Louisiana
April 22, 1999
By order of the Board of Directors
/S/ Keith P. Lanneau
Keith P. Lanneau, President, Principle Financial and Accounting Officer.
HELIX BIOMEDIX, INC.
Baton Rouge, Louisiana
April 22, 1999
1
<PAGE>
Baton Rouge, LA INFORMATION STATEMENT April 22, 1999
For the Annual Meeting of Shareholders of Helix Biomedix, Inc.
to be Held May 28, 1999
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
This Information Statement is first sent to Shareholders on April
22, 1999 in connection with the Annual Meeting to be held on May 28,
1999. The time, location, and purposes of the Annual Meeting are set
forth in the Notice of the Annual Meeting enclosed herewith.
The securities entitled to vote at said meeting consist of all of
the issued and outstanding shares of the Company's no par value Common
Stock. Only shareholders of record as of April 20, 1999 may vote at the
meeting. As of that date there were 1,619,300 shares of Common Stock issued
and outstanding. Each shareholder of record will be entitled to one (1)
vote for each share of Common Stock held of record as of April 20,
1999. Cumulative voting is not permitted. Presence at the Annual Meeting,
in person or by proxy, of record holders of a majority of the common
stock issued and outstanding as of April 20, 1999 will constitute a quorum
for transacting business. The proposed amendment to the Articles of
Incorporation shall be decided by a majority vote of the holders of all
shares entitled to vote upon the matter. Other matters to be voted upon
shall be decided by a simple majority vote of those shares represented in
person or by proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the holdings of Common Stock
of each person or entity who, as of the record date is known by the Company
to hold beneficially or of record, more than 5% of the Company's Common Stock.
NAME AND ADDRESS NUMBER OF SHARES PERCENT
Keith P. Lanneau
2151 E. Lakeshore Dr.
Baton Rouge, LA 70808 838,662 51.8%
Thomas L. Frazer
7520 Perkins Rd. Ste. 280
Baton Rouge, LA 70808 173,394 10.7%
CEDE & CO.
c/o Depository Trust Co.
P.O. Box 222
Bowling Green Station
New York, NY 10274 160,184 9.9%
All Officers and Directors
As a Group (5 persons) 1,022,056 63.1%
As holder of approximately 51.8% of the Company's Common Stock, Keith P.
Lanneau is in a position to elect all of the Directors of the Company and
otherwise control its activities and policies. Mr. Lanneau has indicated
he will vote for approval of the proposed amendment to the Articles and
will vote for election of a slate of seven (7) Directors to be nominated
by the Nominating Committee of the Board of Directors.
HELIX BIOMEDIX, INC.
BY:/s/Keith P Lanneau, President
2
<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 10QSB FOR THE QUARTER ENDED MARCH 31, 1999.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 2299
<SECURITIES> 0
<RECEIVABLES> 25000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 27299
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 513821
<CURRENT-LIABILITIES> 565141
<BONDS> 27602
0
0
<COMMON> 2806600
<OTHER-SE> (2885522)
<TOTAL-LIABILITY-AND-EQUITY> 513821
<SALES> 0
<TOTAL-REVENUES> 438
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 43612
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9778
<INCOME-PRETAX> (43174)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (43174)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
