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 March 31, 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.

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

                 Class                    Outstanding at April 30, 1999
     -----------------------------        -----------------------------
     Common stock - par value $.10                5,498,673 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 March 31, 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

                                                       March 31,       December 31,
                                                         1999             1998
                                                    ------------      ------------
                                                     (Unaudited)
            ASSETS
<S>                                                 <C>               <C>         
Cash and cash equivalents .......................   $    923,507      $  1,040,955
Marketable securities ...........................      7,317,712         7,856,410
Other short term investments -
        restricted ..............................     43,800,104        52,020,895
Real estate to be leased, under
        development .............................     28,265,750        19,979,854
Furniture, equipment and
        leasehold improvements - at cost,
        less accumulated depreciation and
        amortization of $323,573 in
        1999 and $302,482 in 1998 ...............        241,056           211,634
Deferred financing costs, less
        accumulated amortization of $137,222
        in 1999 and $109,998 in 1998 ............      1,788,953         1,816,177
Other assets ....................................        591,936           614,210
                                                    ------------      ------------

                TOTAL ...........................   $ 82,929,018      $ 83,540,135
                                                    ============      ============

         LIABILITIES
Bonds payable ...................................   $ 72,750,000      $ 72,750,000
Accrued expenses and other
        liabilities .............................      3,320,852         3,260,661
                                                    ------------      ------------

                Total liabilities ...............     76,070,852        76,010,661
                                                    ------------      ------------

Due to Preferred Member .........................      1,500,000         1,500,000
                                                    ------------      ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
HELMSTAR GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(continued)

                                                       March 31,       December 31,
                                                         1999             1998
                                                    ------------      ------------
                                                     (Unaudited)
           STOCKHOLDERS' EQUITY 
<S>                                                 <C>               <C>         
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) .......................................     (7,253,595)       (6,605,467)
                                                    ------------      ------------

                Total ...........................      8,405,875         9,054,003

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

                Total stockholders' equity ......      5,358,166         6,029,474
                                                    ------------      ------------

                TOTAL ...........................   $ 82,929,018      $ 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
                                                             March 31,
                                                   ----------------------------
                                                      1999             1998
                                                   -----------      ----------- 
<S>                                                <C>              <C>
Revenues:
        Profit from joint ventures ...........                      $    68,682
        Financial consulting fees ............     $    51,578
        Technology placement and
                consulting fees ..............          56,512
        Interest income ......................         702,469        1,061,684
        Income on securities transactions ....         191,841          117,228
                                                   -----------      ----------- 

                Total revenues ...............       1,002,400        1,247,594
                                                   -----------      ----------- 

Expenses:
        Compensation and related costs .......         449,632          284,269
        Occupancy cost .......................          41,467           40,175
        General and administrative ...........         123,087           96,745
        Professional fees ....................          91,186           38,027
        Interest .............................         932,313        1,185,333
                                                   -----------      ----------- 

                Total expenses ...............       1,637,685        1,644,549
                                                   -----------      ----------- 

Loss before taxes ............................        (635,285)        (396,955)

Provision for income taxes ...................          12,843           45,945
                                                   -----------      ----------- 

NET LOSS .....................................     $  (648,128)     $  (442,900)
                                                   ===========      =========== 


Per common share - basic and diluted:

        Net loss .............................     $      (.12)     $      (.08)
                                                   ===========      =========== 

Weighted average number of
        common shares outstanding -
        basic and diluted ....................       5,436,539        5,516,373

</TABLE>

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

                                                                           Three Months Ended
                                                                                 March 31,
                                                                      ------------------------------
                                                                         1999                1998
                                                                      -----------        ----------- 
<S>                                                                   <C>                <C>         
Cash flows from operating activities:
        Net loss ................................................     $  (648,128)       $  (442,900)
        Adjustments to reconcile net loss to net
                 cash provided by (used in) operating activities:
                Depreciation and amortization ...................          48,315              6,257
                Unrealized loss (gain) from marketable securities         191,635            (68,682)
                Changes in operating assets and liabilities:
                Sale of marketable securities ...................         374,563            211,271
                (Increase) in other assets ......................          (5,226)          (122,423)
                (Decrease) increase in accrued expenses .........          60,191           (390,875)
                                                                      -----------        ----------- 

Net cash (used in) provided by operating activities .............          21,350            (62,650)
                                                                      -----------        ----------- 

Cash flows from investing activities:
        Sale of other short term investments - restricted .......       8,220,791            744,702
        Distributions from joint ventures and other investments .                             63,000
        Purchase of land ........................................      (3,361,448)
        Construction in progress ................................      (4,924,448)
        Increase in deferred financing costs ....................                            (82,329)
        Purchase of furniture and equipment .....................         (50,513)
                                                                      -----------        ----------- 

Net cash (used in) provided by investing activities .............        (115,618)           (19,329)
                                                                      -----------        ----------- 
Cash flows from financing activities:
        Purchase of treasury stock ..............................         (23,180)
                                                                      -----------        ----------- 

Net cash provided by financing activities .......................         (23,180)
                                                                      -----------        ----------- 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ............        (117,448)           (81,979)
Cash and cash equivalents at beginning of period ................       1,040,955            802,352
                                                                      -----------        ----------- 

CASH AND CASH EQUIVALENTS AT END OF PERIOD ......................     $   923,507        $   720,373
                                                                      ===========        ===========
Supplemental disclosures of cash flow  information:
   Cash paid during the period for:
                Interest ........................................     $ 1,163,952        $   791,255
                Taxes ...........................................           7,375             31,318
</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.      LITIGATION

        The Company is a defendant  in a lawsuit.  The  ultimate  outcome of the
lawsuit cannot presently be determined,  and no provision for any liability that
may result has been made in the financial statements,  since the amount, if any,
cannot be determined.

        There  were no  significant  changes  in the  status of this  litigation
during the three months ended March 31, 1999.

4.      REAL ESTATE TO BE LEASED, UNDER DEVELOPMENT

        Real Estate to be Leased, Under Development consists of the following:
<TABLE>
<CAPTION>

                                           March 31,      December 31
                                             1999            1998
                                         -----------     -----------
                                         (Unaudited)

<S>                                      <C>             <C>        
            Land ...................     $17,058,866     $13,697,418
            Construction in progress      11,206,884       6,282,436
                                         -----------     -----------

            Total ..................     $28,265,750     $19,979,854
                                         ===========     ===========
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and 
        Results of Operations

        A.      Three Months Ended March 31, 1999 Compared
                with Three Months Ended March 31, 1998

                Total  revenues  decreased  to  $1,002,400  for the three months
                ended March 31, 1999 from  $1,247,594 for the three months ended
                March 31, 1998.

                There was no profit or loss from  joint  ventures  for the three
                months ended March 31, 1999, as opposed to $68,682 for the three
                months ended March 31, 1998. The properties underlying the joint
                ventures were sold in the fourth  quarter of 1997 and the income
                in 1998 was the  receipt of certain  remainder  rentals  due the
                Company.

                Financial  consulting  fees were  $51,578  for the three  months
                ended March 31, 1999  compared to nil for the three months ended
                March 31,  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 $56,512 in
                the quarter  ended March 31, 1999 from nil for the quarter ended
                March  31,  1998  due to the  Company's  establishment  of a new
                technology subsidiary,  CareerEngine, Inc., in the third quarter
                of 1998.

                Interest income decreased to $702,469 for the three months ended
                March 31, 1999 from  $1,061,684 for the three months ended March
                31,  1998  due  to  the  reduced  amount  of  development  funds
                available for investment as the Company commenced  construction,
                including  purchases of land, of the multiplex movie theaters in
                the fourth quarter of 1998.

                Investment  income  increased  to $191,841  for the three months
                ended March 31, 1999  compared to $117,228  for the three months
                ended  March  31,  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 securities.

                Total  expenses  decreased  to  $1,637,685  for the three months
                ended March 31, 1999 from  $1,644,549 for the three months ended
                March 31, 1998.

                Compensation  and related  costs  increased  to $449,632 for the
                three  months  ended March 31, 1999 from  $284,269 for the three
                months  ended March 31, 1998,  primarily  due to the increase in
                the number of employees in our new technology related business.

                Occupancy  costs increased to $41,467 for the three months ended
                March 31, 1999 from $40,175 for the three months ended March 31,
                1998.
<PAGE>
                General and  administrative  expenses  increased to $123,087 for
                the three months ended March 31, 1999 from $96,745 for the three
                months ended March 31, 1998.  The increase was due  primarily to
                the operations of the Company's new technology related business.

                Professional  fees  increased  to $91,186  for the three  months
                ended March 31, 1999 from  $38,027  for the three  months  ended
                March 31, 1998. The increase is substantially  due to the direct
                costs  associated  with the generation of technology  consulting
                income recorded in the quarter ending March 31, 1999.

                Interest  expense  decreased  to $932,313  for the three  months
                ended March 31, 1999 from  $1,185,333 for the three months ended
                March 31, 1998 due to the appropriate  capitalization of certain
                interest  expenditures since the commencement of the development
                of the multiplex movie theaters.

                On a pre-tax  basis,  the Company had a loss of $635,285 for the
                three  months  ended  March  31,  1999  compared  with a loss of
                $396,955 for the three  months  ended March 31, 1998.  Provision
                for  income  taxes for the three  months  ended  March 31,  1999
                decreased  to $12,843  compared to $45,945 for the three  months
                ended March 31, 1998. The current  provision  consists solely of
                state and local taxes for the current  period and an  adjustment
                for the 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 March 31, 1999
                was $648,128  compared with a net loss of $442,900 for the three
                months  ended March 31,  1998.  For the three months ended March
                31,  1999,  net loss was $.12 per  share.  For the three  months
                ended March 31, 1998, net loss was $.08 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 due
                to the  Preferred  Members,  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
                Preferred  Members  will be  paid  from  rent  which  commen  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
                (the  "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 March 31, 1999,  except for the
                development  of the 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  Consolidated
                        Financial Statements (Unaudited) in 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 March 31, 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: May 17, 1999                                     George W. Benoit, 
                                                       Chairman of the Board 
                                                       of Directors, President, 
                                                       Chief Executive Officer




                                                   /s/ Anthony S. Conigliaro
                                                   -------------------------
Date: May 17, 1999                                     Anthony S. Conigliaro, 
                                                       Vice President and 
                                                       Chief Financial Officer