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 September 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 October 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 September 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

                                                    Sept 30,        December 31,
                                                      1999              1998
                                                 ------------      ------------
                                                  (Unaudited)
             ASSETS
<S>                                              <C>               <C>
Cash and cash equivalents ..................     $  1,097,271      $  1,040,955
Marketable securities ......................        6,327,870         7,856,410
Other short term investments
    restricted .............................       18,348,582        52,020,895
Real estate to be leased, under
    development ............................       64,531,420        19,979,854
Furniture, equipment and
    leasehold improvements - at cost,
    less accumulated depreciation and
    amortization of $412,459 in
    1999 and $302,482 in 1998 ..............          659,128           211,634
Deferred financing costs, less
    accumulated amortization of $191,672
    in 1999 and $109,998 in 1998 ...........        1,734,503         1,816,177
Other assets ...............................        1,351,610           614,210
                                                 ------------      ------------

         TOTAL .............................     $ 94,050,384      $ 83,540,135
                                                 ============      ============
         LIABILITIES

Bonds payable ..............................     $ 72,750,000      $ 72,750,000
Accrued expenses and other
    liabilities ............................       14,633,903         3,260,661
                                                 ------------      ------------

         Total liabilities .................       87,383,903        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) ..................................       (8,195,280)       (6,605,467)
                                                 ------------      ------------

         Total .............................        7,464,190         9,054,003
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                              <C>               <C>
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 ........        4,416,481         6,029,474
                                                 ------------      ------------

         TOTAL .............................     $ 94,050,384      $ 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                 Nine Months Ended
                                                    Sept 30,                          Sept 30,
                                          ----------------------------      ----------------------------
                                              1999             1998             1999             1998
                                          -----------      -----------      -----------      -----------

<S>                                       <C>              <C>              <C>              <C>
Revenues:
    Profit from joint ventures ......     $      --        $      --        $      --        $     9,527
    Financial consulting fees .......            --               --             51,578             --
    Technology placement and
      consulting fees ...............         150,042             --            390,478             --
    Interest income .................         388,155          942,442        1,646,172        3,071,594
    Investment income ...............         251,105          717,291        1,332,960        1,630,794
    Other income ....................         225,000            1,500          225,000            1,500
                                          -----------      -----------      -----------      -----------

         Total Revenues .............       1,014,302        1,661,233        3,646,188        4,713,415
                                          -----------      -----------      -----------      -----------

Expenses:
    Compensation and related costs ..         658,244          352,687        1,778,490          926,565
    Occupancy cost ..................          56,612           46,357          140,576          133,726
    General and administrative ......         535,685          115,307          848,845          297,405
    Professional fees ...............          84,774           93,191          327,866          221,218
    Interest ........................         421,283        1,086,435        2,126,702        3,427,141
                                          -----------      -----------      -----------      -----------

         Total Expenses .............       1,756,598        1,693,977        5,222,479        5,006,055
                                          -----------      -----------      -----------      -----------

Profit (loss) before taxes ..........        (742,296)         (32,744)      (1,576,291)        (292,640)

Income tax (benefit) ................            --           (110,271)          13,523          (86,334)
                                          -----------      -----------      -----------      -----------

NET INCOME (LOSS) ...................     $  (742,296)     $    77,527      $(1,589,814)     $  (206,306)

Per common share - basic and diluted
  Net income (loss) .................     $      (.14)     $       .01      $      (.29)     $      (.04)
                                          ===========      ===========      ===========      ===========
Weighted average number of
    common shares outstanding - basic       5,435,673        5,473,373        5,435,964        5,501,371
Effect of dilutive employee
    stock options ...................            --             71,000             --               --
                                          -----------      -----------      -----------      -----------
Weighted average number of
    common shares - diluted
    income (loss) per share .........       5,435,673        5,544,373        5,435,964        5,501,371
                                          ===========      ===========      ===========      ===========
</TABLE>
      See Notes to Condensed Consolidated Financial Statements (Unaudited).
<PAGE>
<TABLE>
<CAPTION>
                            HELMSTAR GROUP, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (Unaudited)

                                                                    Nine Months Ended
                                                                       September 30,
                                                              ------------------------------
                                                                   1999              1998
                                                              ------------      ------------
<S>                                                           <C>               <C>
Cash flows from operating activities:
  Net (loss) income .....................................     $ (1,589,814)     $   (206,306)
  Adjustments to reconcile net (loss) income to net
     cash provided by (used in) operating activities:
    Depreciation and amortization .......................          191,651            55,825
    Unrealized (gain) from joint ventures
     and other investments ..............................             --              (9,527)
    Loss on sale or abandonment of fixed assets .........             --               3,746
  Changes in operating assets and liabilities:
    (Increase) decrease in other assets .................         (737,400)            3,695
    Sale (purchase) of marketable securities - net ......        1,528,540          (394,640)
    Increase (decrease) in accrued expenses .............       11,373,243          (517,289)
                                                              ------------      ------------
Net cash provided by (used in) operating activities .....       10,766,220        (1,064,496)
                                                              ------------      ------------
Cash flows from investing activities:
  Sale of investment securities - net ...................       33,672,313        11,466,853
  Distributions from joint ventures and other investments             --             195,391
  Purchase of land ......................................       (3,361,448)       (10,097,315)
  Increase in construction in progress ..................      (41,190,118)         (316,218)
  Increase in deferred financing costs ..................             --             (21,237)
  Purchase of fixed assets ..............................         (557,471)         (181,381)
  Proceeds from the sale of fixed assets ................             --               2,350
                                                              ------------      ------------
Net cash (used in) provided by investing activities .....      (11,436,724)        1,048,443
                                                              ------------      ------------
Cash flows from financing activities:
  Increase in Preferred Member Capital ..................          750,000              --
  Purchase of treasury stock ............................          (23,180)          (95,930)
                                                              ------------      ------------
Net cash provided by (used in) financing activities .....          726,820           (95,930)
                                                              ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....           56,316          (111,983)
Cash and cash equivalents at beginning of period ........        1,040,955           802,352
                                                              ------------      ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ..............     $  1,097,271      $    690,369
                                                              ============      ============

Supplemental  disclosures of cash flow information:
    Cash paid during the period for:
    Interest (net of amounts capitalized) ...............     $  2,442,572      $  3,165,302
    Income taxes ........................................     $      7,375      $     69,718
</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:

                                          Sept 30,                December 31
                                            1999                     1998
                                         -----------             -----------
                                         (Unaudited)

         Land                            $17,058,866              $13,697,418
         Construction in progress         47,472,554                6,282,436
                                         -----------              -----------

         Total                           $64,531,420              $19,979,854
                                         ===========              ===========
<PAGE>
Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

                           Certain  statements in the  "Management's  Discussion
                  and Analysis of Financial Condition and Results of Operations"
                  and elsewhere in this Form 10-QSB constitute  "forward-looking
                  statements" within the meaning of the Reform Act. See Part II,
                  Other Information - Item 5.

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

                           Total revenues  decreased to $1,014,302 for the three
                  months ended  September 30, 1999 from $1,661,233 for the three
                  months ended September 30, 1998.

                           Technology placement and consulting fees increased to
                  $150,042 for the three months  ended  September  30, 1999 from
                  nil for the three months ended  September  30, 1998 due to the
                  operations of the  Company's  technology  related  subsidiary,
                  CareerEngine, Inc., and its affiliates.

                           Interest  income  decreased to $388,155 for the three
                  months ended  September  30, 1999 from  $942,442 for the three
                  months  ended  September  30,  1998 as the  Company  commenced
                  development  of its  multiplex  movie  theaters  in the fourth
                  quarter of 1998 which continuously reduces the amount of funds
                  available for investment in interest-bearing obligations.

                           Investment income decreased to $251,105 for the three
                  months ended  September  30, 1999 compared to $717,291 for the
                  three months ended  September  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.

                           Other  income  increased  to  $225,000  for the three
                  months  ended  September  30,  1999 from  $1,500 for the three
                  months  ended  September  30,  1998,  due to the  receipt of a
                  reserved   receivable   relating  to  the  sale  of  a  former
                  subsidiary of the Company.

                           Total expenses  increased to $1,756,598 for the three
                  months ended  September 30, 1999 from $1,693,977 for the three
                  months ended September 30, 1998.

                           Compensation  and related costs increased to $658,244
                  for the three months ended  September  30, 1999 from  $352,687
                  for the three months ended  September 30, 1998,  primarily due
                  to the increase in the number of  employees  in the  Company's
                  technology related businesses.

                           Occupancy  costs  increased  to $56,612 for the three
                  months  ended  September  30, 1999 from  $46,357 for the three
                  months ended September 30, 1998.
<PAGE>
                           General  and  administrative  expenses  increased  to
                  $535,685 for the three months  ended  September  30, 1999 from
                  $115,307 for the three months ended  September  30, 1998.  The
                  increase was due primarily to the  operations of the Company's
                  technology related businesses.

                           Professional  fees decreased to $84,774 for the three
                  months  ended  September  30, 1999 from  $93,191 for the three
                  months ended September 30, 1998.

                           Interest expense  decreased to $421,283 for the three
                  months ended  September 30, 1999 from $1,086,435 for the three
                  months  ended  September  30,  1998 due to  capitalization  of
                  related interest expense during the 24-month development phase
                  of the multiplex movie theaters.

                           On a  pre-tax  basis,  the  Company  had  a  loss  of
                  $742,296  for  the  three  months  ended  September  30,  1999
                  compared  with a loss of $32,744  for the three  months  ended
                  September  30, 1998.  Provision for income taxes for the three
                  months ended September 30, 1999 decreased to nil compared to a
                  benefit of $110,271 for the three months ended  September  30,
                  1998.  The benefit for the three  months ended  September  30,
                  1998 was due to 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
                  September 30, 1999 was $742,296  compared with a net profit of
                  $77,527 for the three months ended September 30, 1998. For the
                  three months ended  September 30, 1999,  net loss was $.14 per
                  share.  For the three months  ended  September  30, 1998,  net
                  profit was $.01 per share.

<PAGE>
                           Nine Months Ended September 30, 1999 Compared
                           ---------------------------------------------
                           with Nine Months Ended September 30, 1998
                           -----------------------------------------

                           Total  revenues  decreased to $3,646,188 for the nine
                  months ended  September 30, 1999 from  $4,713,415 for the nine
                  months ended September 30, 1998.

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

                           Financial  consulting  fees were $51,578 for the nine
                  months ended  September  30, 1999 compared to nil for the nine
                  months ended  September  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
                  $390,478 for the nine months ended September 30, 1999 from nil
                  for the  nine  months  ended  September  30,  1998  due to the
                  operations of the  Company's  technology  related  subsidiary,
                  CareerEngine, Inc., and its affiliates.

                           Interest income  decreased to $1,646,172 for the nine
                  months ended  September 30, 1999 from  $3,071,594 for the nine
                  months  ended  September  30,  1998 as the  Company  commenced
                  development  of its  multiplex  movie  theaters  in the fourth
                  quarter of 1998 which continuously reduces the amount of funds
                  available for investment in interest-bearing obligations.

                           Investment  income  decreased to  $1,332,960  for the
                  nine months ended  September  30, 1999  compared to $1,630,794
                  for the nine months ended  September 30, 1998  principally due
                  to 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.

                           Other  income  increased  to  $225,000  for the  nine
                  months  ended  September  30, 1999  compared to $1,500 for the
                  nine months ended  September 30, 1998, due to the receipt of a
                  reserved   receivable   relating  to  the  sale  of  a  former
                  subsidiary of the Company.

                           Total  expenses  increased to $5,222,479 for the nine
                  months ended  September 30, 1999 from  $5,006,055 for the nine
                  months ended September 30, 1998.
<PAGE>
                           Compensation   and   related   costs   increased   to
                  $1,778,490  for the nine months ended  September 30, 1999 from
                  $926,565  for  the  nine  months  ended  September  30,  1998,
                  primarily  due to the  increase in the number of  employees in
                  the Company's technology related businesses.

                           Occupancy  costs  increased  to $140,576 for the nine
                  months  ended  September  30, 1999 from  $133,726 for the nine
                  months ended September 30, 1998.

                           General  and  administrative  expenses  increased  to
                  $848,845  for the nine months  ended  September  30, 1999 from
                  $297,405 for the nine months  ended  September  30, 1998.  The
                  increase was due primarily to the  operations of the Company's
                  technology related businesses.

                           Professional  fees increased to $327,866 for the nine
                  months  ended  September  30, 1999 from  $221,218 for the nine
                  months ended  September  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 nine
                  months ended September 30, 1999.

                           Interest expense decreased to $2,126,702 for the nine
                  months ended  September 30, 1999 from  $3,427,141 for the nine
                  months  ended  September  30,  1998 due to  capitalization  of
                  related interest expense during the 24-month development phase
                  of the multiplex movie theaters.

                           On a  pre-tax  basis,  the  Company  had  a  loss  of
                  $1,576,291  for the  nine  months  ended  September  30,  1999
                  compared  with a loss of $292,640  for the nine  months  ended
                  September  30, 1998.  Provision  for income taxes for the nine
                  months ended September 30, 1999 decreased to $13,523  compared
                  to a benefit of $86,334  for the nine months  ended  September
                  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  nine  months  ended
                  September 30, 1999 was $1,589,814  compared with a net loss of
                  $206,306 for the nine months ended September 30, 1998. For the
                  nine months ended  September  30, 1999,  net loss was $.29 per
                  share.  For the nine months ended September 30, 1998, net loss
                  was $.04 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. These
                  available  assets consist  primarily of cash, and  investments
                  which are readily convertible into cash.
<PAGE>
                           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.

                           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 November 20, 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 are 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  September  30,  1999,  except for the  development  of the
                  multiplex  movie  theaters with funds provided by the issuance
                  of the Bonds.
<PAGE>
                           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 5.  Other Information.

                           Certain  statements  under the caption  "Management's
                  Discussion and Analysis of Financial  Condition and Results of
                  Operations"  and  elsewhere  in this  Form  10-QSB  constitute
                  "forward looking statements" within the meaning of the Private
                  Securities Litigation Reform Act of 1995. Such forward looking
                  statements are based on current  expectations  and information
                  available to management  at this time.  They may involve known
                  risks,  uncertainties,  and other  factors which may cause the
                  actual results,  performance or achievements of the Company to
                  be materially  different from any future results,  performance
                  or  achievements  expressed or implied by such forward looking
                  statements. Factors which could cause actual results to differ
                  from the forward looking statements include, among others, the
                  following:   general   economic   and   business   conditions;
                  competition;  the success of operating initiatives relating to
                  the Company's  technology related subsidiary and the Company's
                  financial  consulting  services;   development  and  operating
                  costs;  fluctuations  in  interest  rates;  the  existence  or
                  absence of adverse publicity;  changes in business strategy or
                  development plans; quality of management;  availability, terms
                  and deployment of capital;  business abilities and judgment of
                  personnel;  availability  of  qualified  personnel;  labor and
                  employee  benefit  costs;  changes in or the failure to comply
                  with government regulations; and the Year 2000 issue.

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 September 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: November 15, 1999              George W. Benoit,
                                     Chairman of the Board of Directors,
                                     President, Chief Executive Officer





                                 /s/ Anthony S. Conigliaro
                                 -------------------------
Date: November 15, 1999              Anthony S. Conigliaro,
                                     Vice President and Chief Financial Officer