U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB



      (Mark One)

[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934

      For the quarterly period ended June 30, 1999

[   ] Transition report under Section 13 or 15(d) of the Exchange Act of 1934

      For the transition period from  to

      Commission file number 1-9224


                              HELMSTAR GROUP, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                DELAWARE                               13-2689850
-----------------------------------------    ------------------------------
      (State or Other Jurisdiction of               (I.R.S. Employer
       Incorporation or Organization)              Identification No.)

             2 World Trade Center, Suite 2112, New York, N.Y. 10048
  ---------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  212-775-0400
                (Issuer's Telephone Number, Including Area Code)

         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  [   ]

         The number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

           Class                    Outstanding at July 31, 1999
           -----                    ----------------------------

Common stock - par value $.10                5,435,673 shares
-----------------------------                ----------------
<PAGE>



                                     PART I

                             FINANCIAL INFORMATION


Item l. Financial Statements.

        The following  consolidated financial statements of Helmstar Group, Inc.
and subsidiaries  (collectively referred to as the "Company," unless the context
requires otherwise) are prepared in accordance with the rules and regulations of
the  Securities  and  Exchange  Commission  for  Form  10-QSB  and  reflect  all
adjustments  (consisting of normal recurring accruals) and disclosures which, in
the opinion of management, are necessary for a fair statement of results for the
interim periods  presented.  It is suggested that these financial  statements be
read in conjunction with the financial  statements and notes thereto included in
the Company's Form 10-KSB for the year ended December 31, 1998,  which was filed
with the Securities and Exchange Commission.

        The results of  operations  for the three months ended June 30, 1999 are
not  necessarily  indicative of the results to be expected for the entire fiscal
year.



<PAGE>
<TABLE>
<CAPTION>
HELMSTAR GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     June 30,       December 31,
                                                      1999              1998
                                                 ------------      ------------
                                                  (Unaudited)
            ASSETS
<S>                                              <C>               <C>
Cash and cash equivalents ..................     $  1,664,257      $  1,040,955
Marketable securities ......................        6,932,145         7,856,410
Other short term investments -
        restricted .........................       29,743,670        52,020,895
Real estate to be leased, under
        development ........................       45,929,664        19,979,854
Furniture, equipment and
        leasehold improvements - at cost,
        less accumulated depreciation and
        amortization of $350,538 in
        1999 and $302,482 in 1998 ..........          315,319           211,634
Deferred financing costs, less
        accumulated amortization of $164,447
        in 1999 and $109,998 in 1998 .......        1,761,728         1,816,177
Other assets ...............................        1,038,494           614,210
                                                 ------------      ------------

                TOTAL ......................     $ 87,385,277      $ 83,540,135
                                                 ============      ============

         LIABILITIES
Bonds payable ..............................     $ 72,750,000      $ 72,750,000
Accrued expenses and other
        liabilities ........................        7,226,499         3,260,661
                                                 ------------      ------------

                Total liabilities ..........       79,976,499        76,010,661
                                                 ------------      ------------

Due to Preferred Member ....................        2,250,000         1,500,000
                                                 ------------      ------------

                    STOCKHOLDERS' EQUITY
Common stock - authorized
        10,000,000 shares, par value
        $.10; issued 6,749,600 shares
        in 1999 and 1998 ...................          674,960           674,960
Paid-in surplus ............................       14,984,510        14,984,510
(Deficit) ..................................       (7,452,983)       (6,605,467)
                                                 ------------      ------------

                Total ......................        8,206,487         9,054,003

Less treasury stock, at cost -
        1,313,927 shares in 1999 and
        1,296,227 shares in 1998 ...........       (3,047,709)       (3,024,529)
                                                 ------------      ------------

                Total stockholders' equity .        5,158,778         6,029,474
                                                 ------------      ------------

                TOTAL ......................     $ 87,385,277      $ 83,540,135
                                                 ============      ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements (Unaudited).
<PAGE>
<TABLE>
<CAPTION>
                                    HELMSTAR GROUP, INC. AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                 (Unaudited)

                                                   Three Months Ended                   Six Months Ended
                                                        June 30,                          June 30,
                                                1999              1998            1999              1998
                                              -------          -----------      -------          -----------
<S>                                            <C>             <C>              <C>              <C>
Revenues:
        Profit (loss) from
         joint ventures .................     $      --        $   (59,155)     $      --        $     9,527
        Financial consulting fees .......            --               --             51,578             --
        Technology placement and
         consulting fees ................         183,924             --            240,436             --
        Interest income .................         555,548        1,067,469        1,258,017        2,129,152
        Investment income ...............         890,015          796,274        1,081,856          913,503
                                              -----------      -----------      -----------      -----------
                Total revenues ..........       1,629,487        1,804,588        2,631,887        3,052,182
                                              -----------      -----------      -----------      -----------

Expenses:
        Compensation and related costs ..         670,613          289,609        1,120,246          573,878
        Occupancy cost ..................          42,497           47,193           83,964           87,369
        General and administrative ......         190,074           85,353          313,160          182,098
        Professional fees ...............         151,906           90,000          243,092          128,027
        Interest ........................         773,106        1,155,373        1,705,419        2,340,706
                                              -----------      -----------      -----------      -----------

                Total expenses ..........       1,828,196        1,667,528        3,465,881        3,312,078
                                              -----------      -----------      -----------      -----------

Income (loss) before taxes ..............        (198,709)         137,060         (833,994)        (259,896)

Provision (benefit) for
        income taxes ....................             680          (22,008)          13,522           23,937
                                              -----------      -----------      -----------      -----------

Income (loss) ...........................        (199,389)         159,068         (847,516)        (283,833)
                                              ===========      ===========      ===========      ===========
Per common share - basic and diluted:

Income (loss) ...........................     $      (.04)     $       .03      $      (.16)     $      (.05)
                                              ===========      ===========      ===========      ===========

Weighted average number of
        common shares outstanding - basic       5,435,673        5,514,373        5,436,108        5,515,376
Effect of dilutive employee
        stock options ...................                           60,000
                                              -----------      -----------      -----------      -----------
Weighted average number of
        common shares - diluted
        income (loss) per share .........       5,435,673        5,574,373        5,436,108        5,515,376
                                              ===========      ===========      ===========      ===========

</TABLE>
See Notes to Condensed Consolidated Financial Statements (Unaudited).
<PAGE>
<TABLE>
<CAPTION>
                                    HELMSTAR GROUP, INC. AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (Unaudited)
                                                                                    Six Months Ended
                                                                                        June 30,
                                                                             --------------------------------
                                                                                   1999               1998
<S>                                                                          <C>                <C>
Cash flows from operating activities:
        Net income (loss) .............................................      $   (847,516)      $   (283,833)
        Adjustments to reconcile net (loss) to net
                 cash provided by (used in) operating activities:
                Depreciation and amortization .........................           102,505             14,106
                Unrealized (gain) from joint ventures
                 and other investments ................................              --               (9,527)
                Changes in operating assets and liabilities:
                 Increase (decrease) in other assets ..................          (424,284)           146,757
                 Sale (purchase) of marketable securities - net .......           924,265           (360,968)
                 Increase (decrease) in accrued expenses ..............         3,965,838           (377,128)
                                                                             ------------       ------------

Net cash provided by (used in) operating activities ...................         3,720,808           (870,593)
                                                                             ------------       ------------
Cash flows from investing activities:
        Sale of investment securities - net ...........................        22,277,225         10,027,316
        Distributions from joint ventures and other investments .......              --               76,980
        Purchase of land ..............................................              --           (9,117,495)
        Increase in construction in progress ..........................       (25,949,810)          (125,058)
        Increase in deferred financing costs ..........................              --              (16,210)
        Purchase of fixed assets ......................................          (151,741)           (13,174)
        Increase in due to preferred member ...........................           750,000               --
                                                                             ------------       ------------

Net cash provided by investing activities .............................        (3,074,326)           832,359
                                                                             ------------       ------------
Cash flows from financing activities:
        Purchase of treasury stock ....................................           (23,180)            (2,330)
                                                                             ------------       ------------

Net cash provided by (used in) financing activities ...................           (23,180)            (2,330)
                                                                             ------------       ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..................           623,302            (40,564)
Cash and cash equivalents at beginning of period ......................         1,040,955            802,352
                                                                             ------------       ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ............................      $  1,664,257       $    761,788
                                                                             ============       ============
Supplemental disclosures of cash flow  information:
 Cash paid during the period for:
                Interest ..............................................      $  2,486,827       $  1,968,698
                Taxes .................................................      $      7,375       $     39,718

</TABLE>
See Notes to Condensed Consolidated Financial Statements (Unaudited).
<PAGE>
                      HELMSTAR GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



l.      SIGNIFICANT ACCOUNTING POLICIES

        The  accounting  policies  followed  by the Company are set forth in the
notes to the Company's financial statements included in its Form 10-KSB, for the
year ended  December 3l, 1998,  which was filed with the Securities and Exchange
Commission.

2.      INCOME (LOSS) PER SHARE

        Basic income (loss) per share is based on the weighted average number of
common shares outstanding.  Employee stock options did not have an effect on the
computation of diluted earnings per share since they were anti-dilutive.


3.      REAL ESTATE TO BE LEASED, UNDER DEVELOPMENT

        Real Estate to be Leased, Under Development consists of the following:

                                                  June 30,        December 31
                                                    1999             1998
                                               (Unaudited)

                Land                            $17,058,866      $13,697,418
                Construction in progress         28,870,798        6,282,436
                                                -----------      -----------

                Total                           $45,929,664      $19,979,854
                                                ===========      ===========




<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

        A.      Three Months Ended June 30, 1999 Compared
                -----------------------------------------
                with Three Months Ended June 30, 1998
                -------------------------------------

                Total  revenues  decreased  to  $1,629,487  for the three months
ended June 30, 1999 from $1,804,588 for the three months ended June 30, 1998.

                There was no profit or loss from  joint  ventures  for the three
months ended June 30, 1999, as opposed to a loss of $59,155 for the three months
ended June 30, 1998. The  properties  underlying the joint ventures were sold in
the fourth quarter of 1997 and the loss for the three months ended June 30, 1998
represented final adjustments per the terms of the sales contract.

                Technology  placement and consulting  fees increased to $183,924
in the three months ended June 30, 1999 from nil for the three months ended June
30, 1998 due to the Company's  establishment of a technology related subsidiary,
CareerEngine, Inc., in the third quarter of 1998.

                Interest income decreased to $555,548 for the three months ended
June 30, 1999 from  $1,067,469  for the three  months ended June 30, 1998 as the
Company commenced  development of multiplex movie theaters in the fourth quarter
of 1998 which reduced the amount of funds available for investment.

                Investment  income  increased  to $890,015  for the three months
ended June 30, 1999  compared to $796,274  for the three  months  ended June 30,
1998 principally from the results of the Company's cash management and investing
activities.  These activities  include  transactions  involving  futures,  puts,
calls, equities, municipal securities, and other investment instruments.

                Total  expenses  increased  to  $1,828,196  for the three months
ended June 30, 1999 from $1,667,528 for the three months ended June 30, 1998.

                Compensation  and related  costs  increased  to $670,613 for the
three months  ended June 30, 1999 from  $289,609 for the three months ended June
30,  1998,  primarily  due to the  increase  in the number of  employees  in our
technology related business.

                Occupancy  costs decreased to $42,497 for the three months ended
June 30, 1999 from $47,193 for the three months ended June 30, 1998.

                General and  administrative  expenses  increased to $190,074 for
the three  months  ended June 30, 1999 from  $85,253 for the three  months ended
June 30, 1998. The increase was due primarily to the operations of the Company's
technology related business.

                Professional  fees  increased  to $151,906  for the three months
ended June 30, 1999 from $90,000 for the three  months ended June 30, 1998.  The
increase is due to the  incurrence of direct costs  associated  with  consulting
fees earned,  and increased legal and accounting fees for the three months ended
June 30, 1999.

                Interest  expense  decreased  to $773,106  for the three  months
ended June 30, 1999 from $1,155,373 for the three months ended June 30, 1998 due
to the  capitalization  of interest expense during the development  phase of the
multiplex movie theaters.
<PAGE>
                On a pre-tax  basis,  the Company had a loss of $198,709 for the
three  months  ended June 30, 1999  compared  with a profit of $137,060  for the
three  months  ended June 30,  1998.  Provision  for income  taxes for the three
months ended June 30, 1999  decreased  to $680  compared to a benefit of $22,008
for the three months ended June 30, 1998. The current provision  consists solely
of state and local taxes for the current  period while the benefit for the three
months ended June 30, 1998 was an  adjustment  for a prior  period.  For Federal
income tax purposes, as of December 31, 1998, the Company had net operating loss
carryforwards  of approximately  $12,166,000  available to reduce future taxable
income. These carryforwards expire in the years 2005 through 2018.

                The  Company's net loss for the three months ended June 30, 1999
was $199,389  compared  with a net profit of $159,068 for the three months ended
June 30, 1998.  For the three months ended June 30, 1999,  net loss was $.04 per
share. For the three months ended June 30, 1998, net profit was $.03 per share.

                Six Months Ended June 30, 1999 Compared
                ---------------------------------------
                with Six Months Ended June 30, 1998
                -----------------------------------

                Total revenues  decreased to $2,631,887 for the six months ended
June 30, 1999 from $3,052,182 for the six months ended June 30, 1998.

                There  was no profit or loss  from  joint  ventures  for the six
months ended June 30, 1999,  as opposed to a profit of $9,527 for the six months
ended June 30, 1998. The  properties  underlying the joint ventures were sold in
the fourth quarter of 1997 and the profit for the six months ended June 30, 1998
represented final adjustments per the terms of the sales contract.

                Financial  consulting fees were $51,578 for the six months ended
June  30,  1999  compared  to nil  for the  six  months  ended  June  30,  1998.
Significant  variations  in this  category of revenue are likely to occur due to
the transactional nature of the Company's financial consulting business.

                Technology  placement and consulting  fees increased to $240,436
for the six months  ended June 30,  1999 from nil for the six months  ended June
30, 1998 due to the Company's  establishment of a technology related subsidiary,
CareerEngine, Inc., in the third quarter of 1998.

                Interest income decreased to $1,258,017 for the six months ended
June 30,  1999 from  $2,129,152  for the six months  ended June 30,  1998 as the
Company commenced  development of multiplex movie theaters in the fourth quarter
of 1998 which reduced the amount of funds available for investment.

                Investment  income  increased to  $1,081,856  for the six months
ended June 30, 1999  compared to $913,503 for the six months ended June 30, 1998
principally  from the results of the  Company's  cash  management  and investing
activities.  These activities  include  transactions  involving  futures,  puts,
calls, equities, municipal securities, and other investment instruments.

                Total expenses  increased to $3,465,881 for the six months ended
June 30, 1999 from $3,312,078 for the six months ended June 30, 1998.

                Compensation  and related costs  increased to $1,120,246 for the
six months  ended June 30, 1999 from  $573,878 for the six months ended June 30,
1998, primarily due to the increase in the number of employees in our technology
related business.
<PAGE>
                Occupancy  costs  decreased  to $83,964 for the six months ended
June 30, 1999 from $87,369 for the six months ended June 30, 1998.

                General and  administrative  expenses  increased to $313,160 for
the six months  ended June 30, 1999 from  $182,098 for the six months ended June
30, 1998.  The increase was due  primarily to the  operations  of the  Company's
technology related business.

                Professional fees increased to $243,092 for the six months ended
June 30, 1999 from $128,027 for the six months ended June 30, 1998. The increase
is due to the incurrence of direct costs associated with consulting fees earned,
and increased legal and accounting fees for the six months ended June 30, 1999.

                Interest  expense  decreased  to  $1,705,419  for the six months
ended June 30, 1999 from  $2,340,706  for the six months ended June 30, 1998 due
to the  capitalization  of interest expense during the development  phase of the
multiplex movie theaters.

                On a pre-tax  basis,  the Company had a loss of $833,994 for the
six months  ended June 30, 1999  compared  with a loss of  $259,896  for the six
months ended June 30, 1998.  Provision for income taxes for the six months ended
June 30, 1999 decreased to $13,522  compared to $23,937 for the six months ended
June 30, 1998.  The provision  consists  solely of state and local taxes for the
current  period.  For Federal income tax purposes,  as of December 31, 1998, the
Company  had net  operating  loss  carryforwards  of  approximately  $12,166,000
available to reduce future taxable  income.  These  carryforwards  expire in the
years 2005 through 2018.

                The  Company's  net loss for the six months  ended June 30, 1999
was $847,516  compared with a net loss of $283,833 for the six months ended June
30, 1998.  For the six months ended June 30, 1999,  net loss was $.16 per share.
For the six months ended June 30, 1998, net loss was $.05 per share.


        B.      Liquidity and Capital Resources
                -------------------------------

                Management  of the Company  believes that funds  generated  from
operations,   supplemented  by  its  available  assets,  will  provide  it  with
sufficient  resources  to meet all present  and  reasonably  foreseeable  future
capital  needs.  Currently the Company's  assets  consist  primarily of cash and
investments which are readily convertible into cash.

                The Company invests excess funds in liquid, short-term financial
instruments  in order to maximize its current cash return with minimum  interest
rate risk,  while  preserving the ability to move quickly in funding  attractive
merchant  banking  ventures.   Such  investments  include  U.S.  Government  and
municipal obligations, futures contracts and money market funds.

                The  Company  issued   $72,750,000  of  adjustable  rate  tender
securities due November 1, 2015 (the "Bonds") during 1997. The Bonds were issued
to finance 97% of the cost of the Company's Real Estate Development Program. The
3% balance,  $2,250,000,  is being provided as a capital  contribution  from the
Preferred Member of the Company's Lessor  subsidiary,  Movieplex Realty Leasing,
L.L.C.
<PAGE>
                The Bonds pay  interest  from the date of  delivery on the first
Monday of each  month for the  preceding  four or five  week  period  commencing
January  5,  1998  and  principal  annually  on the  first  Monday  of  November
commencing in the year 2000.  Various commercial banks which provided letters of
credit securing payment on the Bonds are due letter of credit ("LOC") fees which
are  payable  on the same  dates  as the Bond  interest  commenced  in 1998.  In
addition,  a preferred  return on capital  contributed  is due to the  Preferred
Member,  payable  on the same due  dates as is the  interest  on the  Bonds  but
commencing in January of the year 2000.

                All debt service on the Bonds,  while bank letters of credit are
effectively  in force,  is paid directly from draws on those LOCs. The banks are
then  reimbursed  by the Lessor  directly.  During the period from November 1997
through  November  1999, all  reimbursements  to the banks and bank fees will be
paid from Bond  proceeds.  Thereafter all  reimbursements  to the banks for debt
service on the Bonds as well as fees and the  preferred  return to the Preferred
Member will be paid from rent which  commences on December 1, 1999. In addition,
the rent will cover all other  costs of owning  and  operating  the real  estate
other than Federal, state or local income taxes due on a net income basis. Prior
to the utilization of these proceeds to pay for the costs in connection with the
construction  of  multiplex  movie  theaters,  they will be  invested  in liquid
short-term instruments.

                While the Company  believes that currently  available funds will
provide  it  with  sufficient  resources  to meet  all  present  and  reasonably
foreseeable  future capital needs,  as well as future  operational  costs of the
newly formed technology and consulting  focused  ventures,  the Company may seek
various  forms of credit  in order to  finance  its  merchant  banking  or other
activities in the future. The Company does not have any material commitments for
capital  expenditures  as of  June  30,  1999,  except  the  development  of the
multiplex movie theaters with funds provided by the issuance of the Bonds.

                Year 2000 Issue
                ---------------

                The Company has reviewed all of its computer  systems  (hardware
and related  software) and does not  anticipate  that the cost of addressing the
"Year 2000" issue will be material to its future operating  results or financial
condition.
<PAGE>


                                    PART II

                               OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

                (a)     Exhibits:  A statement  regarding the computation of per
                        share  earnings is omitted  because the  computation  is
                        described   in  Note  2  of  the   Notes  to   Condensed
                        Consolidated  Financial  Statements  (Unaudited) of this
                        Form 10-QSB.

                        Exhibit 27 - Financial Data Schedule -- See below.

                (b)     Reports on Form 8-K:

                        The  Company did not file any reports on Form 8-K during
                        the three months ended June 30, 1999.



<PAGE>
SIGNATURES

        In accordance with the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                    HELMSTAR GROUP, INC.



                                                   /s/ George W. Benoit
                                                   --------------------
Date: August 13, 1999                                  George W. Benoit,
                                                       Chairman of the Board
                                                       of Directors, President,
                                                       Chief Executive Officer




                                                   /s/ Anthony S. Conigliaro
                                                   -------------------------
Date: August 13, 1999                                  Anthony S. Conigliaro,
                                                       Vice President and
                                                       Chief Financial Officer