SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                  FORM 10-KSB/A


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 1997


                          Commission File Number 1-9224


                              HELMSTAR GROUP, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                               13-2689850
--------------------------------------------------------------------------------
 (State or other jurisdiction                                (I.R.S. Employer 
of incorporation or organization)                            Identification No.)


    2 World Trade Center, Suite 2112, New York, New York         10048
    ----------------------------------------------------         -----
      (Address of principal executive offices)                (Zip Code)

              Issuer's telephone number                     (212) 775-0400

              Securities registered under Section 12(b) of the Exchange Act:

  Title of each class                  Name of each exchange on which registered
  -------------------                  -----------------------------------------
Common, par value $.10 per share               AMERICAN STOCK EXCHANGE

              Securities registered under Section 12(g) of the Exchange Act:


                                      None
                                (Title of class)

         The Issuer  hereby amends its Annual Report on Form 10-KSB for the year
ended December 31, 1997 to amend in its entirety Item 13.
<PAGE>
Item 13. Exhibits, List and Reports on Form 8-K.

                  (a)      Exhibits

Certain of the following exhibits, as indicated parenthetically, were previously
filed as  exhibits  to other  reports or  registration  statements  filed by the
Registrant under the Securities Act of 1933 or under the Securities Exchange Act
of 1934 and are hereby incorporated by reference.

3.1 Restated  Certificate of  Incorporation  of the Registrant filed on July 31,
1987 and  amendments  thereto  filed on June 8,  1989,  September  14,  1990 and
December 2, 1991.  Certificate of change of location of registered office and of
registered agent filed on May 7, 1992.

3.2 Amended and Restated  By-Laws of the Registrant.  (Incorporated by reference
to the Registrant's Annual Report on Form 10-KSB for the year ended December 31,
1995.)

10.1 40l(k) Savings Plan of the Company as amended and restated as of January 1,
1993.  (Incorporated  by reference  to the  Registrant's  Annual  Report on Form
10-KSB for the year ended December 31, 1993.)

10.2  Lease  of the  Company's  executive  offices,  dated  February  29,  1996.
(Incorporated by reference to the Registrant's  Annual Report on Form 10-KSB for
the year ended December 31, 1996.)

10.3 Helmstar Group,  Inc. 1990 Incentive  Compensation  Plan.  (Incorporated by
reference to the  Registrant's  Annual  Report on Form 10-KSB for the year ended
December 31, 1995.)

10.4 Amendment to the Helmstar  Group,  Inc. 1990 Incentive  Compensation  Plan.
(Incorporated by reference to the Registrant's  Annual Report on Form 10-KSB for
the year ended December 31, 1996.)

10.5 Sale of Citizens  Mortgage  Service  Company to IMN Financial  Corp,  dated
September 5, 1997 (Incorporated by reference to the Registrant's Current Report
on Form 8-K, dated September 19, 1997.)

10.6 Indenture of Trust between Movieplex Realty Leasing, L.L.C. and First Union
National Bank, as Trustee, dated November 1, 1997.

10.7 Form of Bond.

10.8 Master Lease between  Movieplex Realty Leasing,  L.L.C.,  as Landlord,  and
Carmike Cinemas, Inc., as Tenant, dated November 20, 1997. 1

10.9  Reimbursement  Agreement,  dated as of November 20, 1997,  among Movieplex
Realty Leasing, L.L.C, the Lenders, and Wachovia Bank, N.A., as Agent.1

10.10 Form of Letter of Credit.


------------------
1 Portions of this exhibit have been  deleted per the  Registrant's  request for
confidential treatment and filed separately with the Commission pursuant to Rule
24b-2.
<PAGE>

10.11 Form of Bond Purchase  Agreement between Movieplex Realty Leasing,  L.L.C.
and {the Purchaser], dated November 20, 1997.

10.12 Agency and Development Agreement between Movieplex Realty Leasing,  L.L.C.
and Carmike Cinemas, Inc., dated November 20, 1997.

22.0 Subsidiaries of the Registrant.
 

(b)      Reports filed on Form 8-K

On  October  10,  1997,  the  Registrant  filed a Form  8-K to  report  that the
partnerships  in which the Company was a partner sold Blowing Rock Outlet Center
and Nags Head Outlet Center to Tanger Factory Outlet Centers, Inc.


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.

                                    HELMSTAR GROUP, INC.


                                    By:  /s/ George W. Benoit
                                         --------------------
                                         George W. Benoit, Chairman of the Board
                                         and Chief Executive Officer


Dated:  April 8, 1998
<PAGE>
                                Index to Exhibits

           
Exhibit No.            

3.1         Restated  Certificate of  Incorporation  of the Registrant  filed on
            July  31,  1987  and  amendments  thereto  filed  on June  8,  1989,
            September  14, 1990 and December 2, 1991.  Certificate  of change of
            location of registered  office and of registered  agent filed on May
            7, 1992.

3.2         Amended and Restated  By-Laws of the  Registrant.  (Incorporated  by
            reference to the  Registrant's  Annual Report on Form 10-KSB for the
            year ended December 31, 1995.)

10.1        40l(k)  Savings  Plan of the Company as amended  and  restated as of
            January 1, 1993.  (Incorporated  by  reference  to the  Registrant's
            Annual Report on Form 10-KSB for the year ended December 31, 1993.)

10.2        Lease of the Company's  executive offices,  dated February 29, 1996.
            (Incorporated by reference to the Registrant's Annual Report on Form
            10-KSB for the year ended December 31, 1996.)

10.3        Helmstar Group, Inc. 1990 Incentive Compensation Plan. (Incorporated
            by reference to the  Registrant's  Annual  Report on Form 10-KSB for
            the year ended December 31, 1995.)

10.4        Amendment to the Helmstar  Group,  Inc. 1990 Incentive  Compensation
            Plan.  (Incorporated by reference to the Registrant's  Annual Report
            on Form 10-KSB for the year ended December 31, 1996.)

10.5        Sale of Citizens  Mortgage  Service  Company to IMN Financial  Corp,
            dated   September  5,  1997   (Incorporated   by  reference  to  the
            Registrant's Current Report on Form 8-K, dated September 19, 1997.)

10.6        Indenture of Trust between  Movieplex  Realty  Leasing,  L.L.C.  and
            First Union National Bank, as Trustee, dated November 1, 1997.

10.7        Form of Bond.
<PAGE>

10.8        Master Lease between Movieplex Realty Leasing,  L.L.C., as Landlord,
            and Carmike Cinemas, Inc., as Tenant, dated November 20, 1997. 1

10.9        Reimbursement  Agreement,  dated  as of  November  20,  1997,  among
            Movieplex  Realty Leasing,  L.L.C,  the Lenders,  and Wachovia Bank,
            N.A., as Agent.1

10.10       Form of Letter of Credit.

10.11       Form of Bond Purchase  Agreement  between  Movieplex Realty Leasing,
            L.L.C. and [the Purchaser], dated November 20, 1997.

10.12       Agency and Development  Agreement  between Movieplex Realty Leasing,
            L.L.C. and Carmike Cinemas, Inc., dated November 20, 1997.

22.0        Subsidiaries of the Registrant.

 





--------
1 Portions of this exhibit have been  deleted per the  Registrant's  request for
confidential treatment and filed separately with the Commission pursuant to Rule
24b-2.