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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



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FORM 10-KSB/A

AMENDMENT NO. 2

(Mark one)

|    |                                                                                     
|--- | ------------------------------------------------------------------------------------
|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|   
|    | For the year ending December 31, 2001.                                              

OR

|      |                                                                                         
|----- | ----------------------------------------------------------------------------------------
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|     
|      | For the transition period from ______________ to _____________                          

Commission file number: 001-16781



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MICROHELIX, INC.
(Exact name of Registrant as specified in its charter)

|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|Oregon                                                         |  | 91-1758621                         
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. EmployerIdentification No.)

16125 S.W. 72nd Avenue, Portland, Oregon 97224
(Address of principal executive offices)

(503) 968-1600
(Registrants telephone number, including area code)



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Securities registered pursuant to Section 12(b) of the Act:

Common Stock
Class A Warrants to purchase one share of Common Stock
Class B Warrants to purchase one share of Common Stock
Units of one share of Common Stock, one Class A Warrant and one Class B Warrant

Securities registered pursuant to Section 12(g) of the Act:

None



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TABLE OF CONTENTS



|           |                                                                                |  |  |  |  |  |  | 
|---------- | ------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART II   
|           | ITEM 5. MARKET FOR THE COMPANYS COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
|SIGNATURES



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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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. [X] Yes [   ]
No

Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is 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 amendments to
this Form 10-KSB [X].

The aggregate market value of the voting and non-voting common equity held
by non-affiliates, as of March 15, 2002, was approximately $6,275,000 based
upon the last sale price reported for such date on the NASDAQ SmallCap Market.
The aggregate market value of the Class A Warrants and Class B Warrants as of
March 15, 2002, was approximately $910,000 and $1,349,000, respectively, based
upon the last sale price reported for such date on the NASDAQ SmallCap Market.
For purposes of this disclosure, shares of Common Stock held by persons who
hold more than 5% of the outstanding shares of Common Stock and shares held by
officers and directors of the registrant have been excluded because such
persons may be deemed to be affiliates. This determination is not necessarily
conclusive. As of March 31, 2001, there were 14,585,085 shares of the
Registrants common stock, $0.01, par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None





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This Amendment amends and restates Item 5 of Part II of microHelix, Inc.s
Annual Report on Form 10-KSB for the year ended December 31, 2001. The complete
text of such Item 5, as amended and restated, is set forth below.




PART II




ITEM 5. MARKET FOR THE COMPANYS COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS

On November 16, 2001, the Company completed its Initial Public Offering, or
IPO, selling 2,000,000 Units at $6.00 per Unit. In December 2001, the Company
sold an additional 300,000 Units pursuant to the terms of the over-allotment
agreement related to the IPO.

Our Common Stock is quoted on the NASDAQ SmallCap Market and the Boston Stock
Exchange under the symbol MHLX AND HLX respectively. As of March 15, 2002
there were approximately 64 holders of record of our Common Stock and
approximately 600 beneficial owners of our Common Stock. The closing price of
our Common Stock was $2.09 per share as reported by the NASDAQ SmallCap Market.
Our Class A Warrants are quoted on the NASDAQ SmallCap Market and the Boston
Stock Exchange under the symbol MHLXW and HLX&L respectively. As of March
15, 2002 there were approximately 11 Class A warrantholders of record and the
closing price of our Class A Warrants was $.29 per share as reported by the
NASDAQ SmallCap Market. Our Class B Warrants are quoted on the NASDAQ SmallCap
Market and the Boston Stock Exchange under the symbol MHLXZ and HLX&Z
respectively. As of March 15, 2002 there were approximately 11 Class B
warrantholders of record and the closing price of our Class B Warrants was $.43
per share as reported by the NASDAQ SmallCap Market. Our Units were the only
securities trading from the date of our IPO through December 16, 2001. On
December 17, 2001, our Units ceased trading, and the constituent securities
thereof, our Common Stock, Class A Warrants and Class B Warrants began to trade
separately.

The table below sets forth for the periods indicated, the representative high
and low bid prices for our Units, Common Stock, Class A Warrants and Class B
Warrants, respectively, as reported by the NASDAQ SmallCap Market. The
quotations represent interdealer prices without adjustments for retail
mark-ups, mark-downs or commissions and consequently do not necessarily reflect
actual transactions.

|                                                |  |      |      |     |  |   |      | 
|----------------------------------------------- |  | ---- | ---- | --- |  | - | ---- | 
|Fiscal 2001                                     |  | High |      | Low
|                                                |  |      |      |    
|Units (Fourth Quarter, Nov. 16 through Dec. 17) |  | $    | 6.40 |     |  | $ | 5.85 | 
|Common stock (Fourth Quarter, from Dec. 17)     |  | $    | 3.62 |     |  | $ | 3.25 | 
|Class A warrant (Fourth Quarter, from Dec. 17)  |  | $    | 1.20 |     |  | $ | .80  | 
|Class B warrant (Fourth Quarter, from Dec. 17)  |  | $    | 1.25 |     |  | $ | .85  | 

Holders of shares of Common Stock are entitled to receive such dividends, if
any, as may be declared by the Board of Directors of the Company out of funds
legally available therefore and, upon the liquidation, dissolution or winding
up of the Company are entitled to share ratably in all net assets available for
distribution to such shareholders. The Company has never paid any cash
dividends. It is anticipated that all earnings will be retained for working
capital purposes. The Company has no intention to declare cash dividends in
the foreseeable future. Currently, the declaration and payment of cash
dividends is prohibited by the Companys bank financing agreements. See Item 6
Managements Discussion and Analysis of Financial Condition and Results of
Operations.

Shareholders of Record

As of March 15, 2002, there were approximately 64 shareholders of record of
the Companys Common Stock, 11 holders of record of Class A Warrants, and 11
holders of record of Class B Warrants.

Recent Sales of Unregistered Securities





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On January 5, 2001, the Company issued a warrant to purchase 4,416 shares of
Common Stock to Imperial Bank, as predecessor-in-interest to Comerica Bank, in
connection with the execution of a credit agreement.

In June 2001, the Company issued convertible promissory notes to several
investors to fund expenses associated with the IPO and to cover interim
operating expenses pending receipt of the offering proceeds. At the effective
date of the IPO, the principal of, and accrued interest on, the notes converted
to units at the IPO price of the Units sold in the IPO. In connection with the
notes, the Company also issued warrants to purchase units for a price equal to
90% of the IPO price of the Units and which are redeemable by the Company at
any time after March 31, 2003 for $2.80 per warrant. The warrants are
exercisable during a three-year period beginning on the later of the first
anniversary of the effective date of the IPO and March 31, 2003. Following are
the names of each investor, the number of units into which the notes converted,
and the number of units issuable upon exercise of the warrants issued in
connection with the loan:



| | - John L. Crary and Carol M. Ross,
as trustees of the Crary-Ross Family Trust
17,308 units
Warrants: 26,000 units
| | -----------------------------------------------------------------------------------------------------------------



| | - John L. Crary,
as trustee of The John Langdon Crary Trust
25,962 units
Warrants: 39,000 units
| | -----------------------------------------------------------------------------------------------



| | - Foo Tzeh Shi (Edward)
8,625 units
Warrants: 13,000 units
| | ----------------------------------------------------------



| | - Gordon B. Crary III,
as trustee of the Gordon B. Crary III Trust
8,635 units
Warrants: 13,000 units
| | -----------------------------------------------------------------------------------------------------



| | - J.M. Ek Living Trust
43,249 units
Warrants: 65,000 units
| | ----------------------------------------------------------

All of the above offerings and sales were made pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the Securities Act) and are restricted
securities as defined in Rule 144 under the Securities Act. The Company
reasonably believed that each purchaser had such knowledge and experience in
financial and business matters to be capable of evaluating the merits and risks
of the investment, each purchaser represented an intention to acquire the
securities for investment only and not with a view to distribution thereof and
appropriate legends were affixed to the stock certificates or warrants.

Use of Proceeds

On November 16, 2001, we sold 2,000,000 Units at $6.00 per Unit in our IPO,
each Unit consisting of one share of Common Stock, one Class A Warrant and one
Class B Warrant. In December 2001, we sold an additional 300,000 Units under
the terms of the over-allotment agreement relating to that IPO. The net
proceeds, amounting to approximately $11,410,000, less repayments of
indebtedness of $3,693,000, are currently invested in various short-term
accounts and will be used for the purchase of additional capital equipment,
expansion of manufacturing capabilities and general corporate uses.





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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized on the 31st
day of May 2002.

| |                                             |                        
| | ------------------------------------------- | -----------------------
| | MICROHELIX, INC.
(Registrant)              
|
| | By:                                         | /s/ Terrence A. Rixford
| |                                            
| | Terrence A. Rixford
Chief Financial Officer