CUSIP No. 42331P106
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Helix Wind, Corp.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
42331P106
(CUSIP NUMBER)
Joseph P. Bartlett
The Law Offices of Joseph P. Bartlett, A Professional Corporation
17050 SUNSET BLVD., # D
PACIFIC PALISADES, CA 90272
(310) 584-1234
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 4, 2010
(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box /_/.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 42331P106
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David Gelbaum, Trustee, The Quercus Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) /_/
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) /_/
(6) Citizenship or Place of Organization
U.S.
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 2,197,257
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
2,197,257
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,197,257
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/_/
(13) Percent of Class Represented by Amount in Row (11)
5.4% (1)
(14) Type of Reporting Person (See Instructions)
IN
- -------------------------
(1) Calculated in accordance with Rule 13D. See Item 5(a) for a more detailed
explanation.
CUSIP No. 42331P106
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Monica Chavez Gelbaum, Trustee, The Quercus Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) /_/
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) /_/
(6) Citizenship or Place of Organization
U.S.
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 2,197,257
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
2,197,257
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,197,257
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/_/
(13) Percent of Class Represented by Amount in Row (11)
5.4% (1)
(14) Type of Reporting Person (See Instructions)
IN
- -------------------------
(1) Calculated in accordance with Rule 13D. See Item 5(a) for a more detailed
explanation.
CUSIP No. 42331P106
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Quercus Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(A) /X/
(B) / /
(3) SEC Use Only
(4) Source of Funds (See Instructions)
PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) /_/
(6) Citizenship or Place of Organization
U.S.
(7) Sole Voting Power
-0-
Number of Shares (8) Shared Voting Power
Beneficially Owned 2,197,257
by Each Reporting
Person With (9) Sole Dispositive Power
-0-
(10) Shared Dispositive Power
2,197,257
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,197,257
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/_/
(13) Percent of Class Represented by Amount in Row (11)
5.4% (1)
(14) Type of Reporting Person (See Instructions)
OO
- -------------------------
(1) Calculated in accordance with Rule 13D. See Item 5(a) for a more detailed
explanation.
CUSIP No. 42331P106
Item 1.
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends
and restates, where indicated, the statement on the initial Schedule 13D
relating to the Common Stock of the Issuer filed by The Quercus Trust, David
Gelbaum and Monica Chavez Gelbaum (the "Reporting Persons") with the Securities
and Exchange Commission on June 16, 2009 (the "Prior Schedule"). Capitalized
terms used in this Amendment No. 2 but not otherwise defined herein have the
meanings given to them in the Prior Schedule. Except as otherwise set forth
herein, this Amendment No. 2 does not modify any of the information previously
reported by the Reporting Persons in the Prior Schedule.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Amendment No. 2, the Reporting Persons
beneficially own 2,197,257 shares of Common Stock. This represents a sum of the
following:
(i) 40,812 shares of Common Stock;
(ii) 2,156,445 shares of Common Stock underlying currently
exercisable warrants held by the Reporting Persons.
The foregoing represents a beneficial ownership of 5.4% of the
shares of Common Stock (based on 38,694,333 shares of Common Stock outstanding,
as reported on the Issuer's Form 10-Q filed with the Securities and Exchange
Commission on 11/19/2010, and after giving dilutive effect to the exercise of
the warrants of the Reporting Persons, in accordance with Rule 13D).
(b) The Reporting Persons have shared voting and dispositive power with
respect to 2,197,257 shares of Common Stock. Each of David Gelbaum and Monica
Chavez Gelbaum, acting alone, has the power to exercise voting and investment
control over shares of Common Stock beneficially owned by the Trust.
(c) Pursuant to that certain Purchase Agreement dated March 4, 2010
(the "Purchase Agreement"), the Reporting Persons agreed to sell to a private
purchaser 620,000 free trading shares of common stock of the Issuer (the
"Shares"), with the Shares being delivered via DTC to the purchaser and with the
purchase price being set and paid two days after the Shares clear DTC (defined
as being free of any restriction of any kind including by DTC, the Issuer, the
transfer agent and the Reporting Persons' brokerage and clearing firms) and
being 65% of the lowest closing bid price for a five trading day period with the
date the Shares clear DTC being day three. In the event the Shares clear DTC
after the market closes, the Shares will be deemed to clear DTC on the following
market day. The Shares have not cleared DTC as of the date hereof. A copy of the
Purchase Agreement is attached hereto as Exhibit "B", the full text of which is
incorporated herein by this reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
(a) Pursuant to the Power of Attorney filed as Exhibit "B" to Amendment
No. 2 to Schedule 13D filed on August 24, 2007 with respect to the issuer Emcore
Corp., David Gelbaum has been appointed as Monica Chavez Gelbaum's
Attorney-In-Fact.
(b) Purchase Agreement dated March 4, 2010
CUSIP No. 42331P106
Item 7. Material to Be Filed as Exhibits
Exhibit A: Agreement Regarding Joint Filing of Amendment No. 2 to
Schedule 13D.
Exhibit B: Purchase Agreement dated March 4, 2010
CUSIP No. 42331P106
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct and agrees that this statement may be
filed jointly with the other undersigned parties.
Dated: March 4, 2010 /s/ David Gelbaum
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David Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum, as Attorney-In-Fact for Monica Chavez Gelbaum
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Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum
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The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust
EXHIBIT A
AGREEMENT REGARDING JOINT FILING OF AMENDMENT NO. 2 TO SCHEDULE 13D
The undersigned agree that this Amendment No. 2 to Schedule 13D with
respect to the Common Stock of Helix Wind, Corp. is a joint filing being made on
their behalf.
Dated: March 4, 2010 /s/ David Gelbaum
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David Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum, as Attorney-In-Fact for Monica Chavez Gelbaum
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Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust
/s/ David Gelbaum
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The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust
Exhibit B
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement"), dated March 4, 2010 is by and
between Mammoth Corporation (the "Buyer"), and Quercus Trust (the "Seller"),
as follows:
1. As of today's date, Buyer agrees to purchase and seller agrees to
sell, subject to all terms and conditions contained herein, up to 620,000 free
trading shares of Helix Wind, Corp. (OTCBB: HLXW) common stock, with the shares
being delivered via DTC to Mammoth Corporation and with the purchase price being
set and paid two days after the shares clear DTC (defined as being free of any
restriction of any kind including by DTC, the issuer, the transfer agent and
Buyer's brokerage and clearing firms) and being 65% of the following:
the lowest closing bid price for a five trading day period with the
date the shares clear DTC as described above being day three. In the
event the shares clear DTC after the market closes, the shares will be
deemed to clear DTC on the following market day.
2. A finder's fee of 5% from the purchase price will be deducted from
the amount paid by Mammoth Corporation to Seller at the time of each funding and
will be sent to Equinox Securities ("the Finder"). Seller agrees to the payment
of the finder's fee described above and hereby authorizes Mammoth Corporation to
disburse the finder's fee on behalf of Seller to the Finder.
3. Seller represents and warrants that the above described shares are
owned by Seller, that Seller has the full authority and ability to transfer the
Shares to Buyer and that the shares are registered or exempt from registration
and freely tradable as to Mammoth Corporation's purchase of the shares and
Mammoth's resale of the shares, and that Seller has the full authority and
ability to transfer the Shares to Buyer. Seller also represents and Warrants
that it is not an affiliate, as defined in Rule 144 of the Securities and
Exchange Commission, of HLXW and that none of the funds provided pursuant to
this agreement will be provided, directly or indirectly, to HLXW or an affiliate
of HLXW. Seller will provide an acceptable legal opinion from HLXW's corporate
counsel confirming the representations contained in this agreement. Seller also
represents and warrants that there are no stops, liens, encumbrances, or Court
orders that would in any way interfere with the transactions contemplated by
this agreement.
4. Upon signing this agreement Buyer will become the owner of the
Shares and will enjoy all rights attendant to the ownership of the Shares,
including but not limited to, the right to transfer, encumber, hypothecate,
assign or otherwise dispose of the Shares.
5. In the event that additional documents are required for the transfer
of the Shares, Seller agrees to fully cooperate with the transfer of the Shares
and sign any and all documents necessary to transfer the Shares to Buyer and to
provide any documentation that may be required, including, but not, limited to
an additional acceptable legal opinion, stock power, or any other document
deemed by Buyer to be necessary or expedient.
/s/ bh Initial Page 1 of 2
6. The invalidity of unenforceability of any of the rights or remedies
herein shall not in any was affect any of the other rights or remedies herein
provided.
7. The parties acknowledge that this agreement constitutes a sale of
stock and that it is not a loan.
8. The parties intend this agreement to outline a transaction planned
to take place as escribed in paragraph one and to accommodate the intended
transactions. If for any reason any transaction does not occur or the funds are
not sent by Mammoth Corporation or the shares are not freely and electronically
transferable by Mammoth Corporation, the agreement is null and void, except any
representations and warranties contained in paragraph three will survive and if
(in the unlikely event) only one side of any transaction has occurred, both
parties agree that neither party shall be unjustly enriched and any party
receiving consideration without sending the agreed consideration will promptly
return the one sided consideration.
9. This Agreement embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.
10. This Agreement is being delivered and is intended to be performed
in Lake County, Illinois and jurisdiction and venue for any action arising
hereunder shall be solely in the Lake County Circuit Court and Seller expressly
consents to the jurisdiction of that Court for resolution of any disputes that
may arise. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Illinois, and to the extent applicable, the
law of the United States. In the event that Buyer resorts to litigation relating
to the rights afforded herein, Seller shall be responsible for the costs
incurred by Buyer associated with any such litigation, including reasonable
attorney fees, provided Buyer is the prevailing party in any such action
regardless of whether the action is brought by Buyer or Seller. The parties
agree that a document signed and sent via facsimile is an original and binding
document.
Seller: Quercus Trust Buyer: Mammoth Corporation
By: /s/ David Gelbaum By: Brad Hare, Pres.
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Signature Brad Hare, Pres.
Print: David Gelbaum, Trustee
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Name and Title
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