FORM 10-QSB
                  QUARTERLY REPORT UNDER SECTION 13 OR15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        QUARTERLY OR TRANSITIONAL REPORT

                     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, 2001
                                                 -------------

      |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)

                  For the transition period from___________ to ____________

                         Commission File Number 1-14160
                                                -------

                             HelpMate Robotics Inc.
                     (Exact name of small business issuer as
                            specified in its charter)

         Connecticut                                     06-1110906
         -----------                                     ----------
        (State or other jurisdiction                    (I.R.S. Employer
        of incorporation or organization)               Identification No.)

                  Shelter Rock Lane; Danbury, Connecticut 06810
                  ---------------------------------------------
                    (Address of principal executive offices)

                                 (203) 798-8988
                                 --------------
                           (Issuer's telephone number)


        -----------------------------------------------------------------
   (Former name, former address and formal fiscal year, if changed since last
                                    report)

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 |_|

    APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE
                              PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |_| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's common stock as of July 31,
2001 is 19,971,313 shares.

Transitional Small Business Disclosure Format (Check One)  Yes |_| No |X|


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<Page>

                             HELPMATE ROBOTICS INC.

                                      INDEX

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Balance Sheet as of June 30, 2001 (unaudited)          3

        Condensed Statements of Operations for the three months          4
         ended June 30, 2001 and 2000 (unaudited)

        Condensed Statements of Operations for the six months            5
          ended June 30, 2001 and 2000 (unaudited)

        Condensed Statement of Stockholders' Equity for the six          6
         months ended June 30, 2001 (unaudited)

        Condensed Statements of Cash Flows for the six months            7
          ended June 30, 2001 and 2000 (unaudited)

        Notes to Condensed Financial Statements (unaudited)              8

Item 2. Management's Discussion and Analysis of Financial                9
         Condition and Results of Operations

                           PART II. OTHER INFORMATION

Signature                                                                10


                                       2
<Page>

                             HelpMate Robotics Inc.

                       Condensed Balance Sheet (unaudited)

                                  June 30, 2001
<Table>
<S>                                                                <C>
ASSETS
Current assets:
  Cash and cash equivalents                                        $    419,554
  Income tax receivable                                                  15,838
  Cash held in escrow                                                 1,328,960
                                                                   ------------
Total current assets                                               $  1,764,352
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                            $     16,513
                                                                   ------------
Total current liabilities                                                16,513
                                                                   ------------

Commitments and contingencies

Stockholders' equity :
  Common stock, no par value; 40,000,000 shares authorized;
  19,971,313 shares issued and outstanding                           21,379,540
  Capital surplus                                                     5,232,012
  Accumulated deficit                                               (24,863,713)
                                                                   ------------
Total stockholders' equity                                            1,747,839
                                                                   ------------
                                                                   $  1,764,352
                                                                   ============
</Table>

SEE ACCOMPANYING NOTES.


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<Page>

                             HelpMate Robotics Inc.

                 Condensed Statements of Operations (unaudited)

                    Three Months ended June 30, 2001 and 2000

<Table>
<Caption>
                                                    2001               2000
                                                    ----               ----
<S>                                             <C>                <C>
Operating expenses:
  Selling, general and administrative           $     34,684       $     52,760
                                                -------------------------------

  Loss from operations                               (34,684)           (52,760)

Interest income                                       19,771             19,685
                                                -------------------------------

Net loss                                        $    (14,913)      $    (33,075)
                                                ===============================

Basic and diluted earnings per share            $         --       $         --
                                                ===============================

Weighted average shares outstanding               19,971,313         19,971,313
                                                ===============================
</Table>

SEE ACCOMPANYING NOTES.


                                       4
<Page>

                             HelpMate Robotics Inc.
                                    Condensed
                      Statements of Operations (unaudited)

                     Six months ended June 30, 2001 and 2000

<Table>
<Caption>
                                                    2001               2000
                                                    ----               ----
<S>                                             <C>                <C>
Operating expenses:
  Selling, general and administrative           $    104,286       $    121,534
                                                -------------------------------

  Loss from operations                              (104,286)          (121,534)

  Interest income                                     44,993            107,042
                                                -------------------------------

Net loss                                        $    (59,293)      $    (14,492)
                                                ===============================

Basic and diluted earnings per share            $         --       $         --
                                                ===============================

Weighted average shares outstanding               19,971,313         18,571,523
                                                ===============================
</Table>

SEE ACCOMPANYING NOTES.


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<Page>

                             HelpMate Robotics Inc.

             Condensed Statement of Stockholders' Equity (unaudited)

                         Six Months ended June 30, 2001

<Table>
<Caption>
                                                                                      Accumulated
                                  Common Stock  Capital Surplus       Deficit            Total
                                  ---------------------------------------------------------------
<S>                               <C>              <C>             <C>                <C>
Balance at December 31, 2000      $21,379,540      $5,232,012      $(24,804,420)      $ 1,807,132

Net loss                                   --              --           (59,293)          (59,293)
                                  ---------------------------------------------------------------

Balance at June 30, 2001          $21,379,540      $5,232,012      $(24,863,713)      $ 1,747,839
                                  ===============================================================
</Table>

SEE ACCOMPANYING NOTES.


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<Page>

                             HelpMate Robotics Inc.

                 Condensed Statements of Cash Flows (unaudited)

                     Six Months ended June 30, 2001 and 2000

<Table>
<Caption>
                                                            2001               2000
                                                            ----               ----
<S>                                                      <C>             <C>
OPERATING ACTIVITIES:
Net loss                                                 $ (59,293)      $    (14,492)
Changes in operating accounts:
  Decrease in accounts receivable                           10,630                 --
  Increase in other assets                                 (15,244)           (27,159)
  Decrease in accounts payable and accrued expenses        (32,360)          (528,074)
                                                         ----------------------------
Net cash used for operating activities                     (96,267)          (569,725)
                                                         ----------------------------

FINANCING ACTIVITIES:
Cash distribution                                               --         (9,806,815)
                                                         ----------------------------

Net decrease in cash and cash equivalents                  (96,267)       (10,376,540)

Cash and cash equivalents at beginning of period           515,821         10,972,189
                                                         ----------------------------
Cash and cash equivalents at end of period               $ 419,554       $    595,649
                                                         ============================
Supplemental non-cash financing activities:
Cashless exercise of stock options and warrants          $      --       $  1,776,546
                                                         ============================
</Table>

SEE ACCOMPANYING NOTES.


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<Page>

                             HelpMate Robotics Inc.

               Notes to Condensed Financial Statements (unaudited)

                                  June 30, 2001

BASIS OF PRESENTATION

On December 30, 1999, HelpMate Robotics Inc. (the "Company" or "HRI") completed
the sale for $12,500,000 in cash (the "Sale") to Pyxis Corporation ("Pyxis") of
substantially all of the Company's assets and the assumption by Pyxis of
specified liabilities of the Company pursuant to the Asset Purchase Agreement
between the Company and Pyxis dated as of October 14, 1999.

The consideration received by the Company was $12,500,000 less certain closing
adjustments and less $1,250,000 which will be held in escrow for a period of two
years (December 30, 2001) and is available to settle potential indemnification
claims. Management is not aware of any material claims against this escrow as of
June 30, 2001.

On February 15, 2000, the Company made a cash distribution to the Company's
stockholders of record as of the Distribution Record Date, January 29, 2000, in
the amount of $9,806,815, which was net of $1,776,546 which represented the
proceeds that the Company would have received from the simultaneous cashless
exercise of stock options and warrants.

BUSINESS PLAN

Following the Sale, the Company's business plan is to effect a business
combination with an operating business which HRI believes has potential to
increase stockholder value. Any such business combination would depend on the
availability of attractive candidates and the Company's ability to consummate
any such business combination. HRI intends to use its available cash after
payment of the distribution, together with additional equity or debt, if any, or
a combination thereof, in effecting a business combination. HRI will endeavor to
structure any business combination in a manner which would not require a
substantial capital investment by HRI of the remaining proceeds of the Sale. The
Company may at any time cease to pursue this business objective and may consider
other alternatives.

BACKGROUND OF HRI

HRI, a Connecticut corporation, was co-founded in 1984 as a robotics
"think-tank" by its chairman, Joseph F. Engelberger. During its early years, the
Company's primary focus was contract engineering and research and development
for third parties. Through the years, however, the focus of the Company had
evolved into the development of commercial applications for autonomous robotic
products with the HelpMate(R) robotic courier, the flagship product of the
Company, becoming its namesake.

Prior to the Sale on December 30, 1999, the Company was primarily engaged in the
design, manufacture and sale of the Company's flagship product, the HelpMate
robotics courier system, a trackless robotic courier used primarily in the
healthcare industry to transport materials. The Company derived revenue from
three principal sources: rentals and sales of HelpMates; sales of robotic
components such as LabMate, LightRanger and BiSight and from research and
development contracts.


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<Page>

The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-QSB and
Rule 310 of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States. In the opinion of management, all adjustments, consisting
only of normal recurring accruals, considered necessary for a fair presentation
have been included in the accompanying unaudited condensed financial statements.
Operating results for the six month period ended June 30, 2001 are not
necessarily indicative of the results that may be expected for the full year
ending December 31, 2001. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the year ended December 31, 2000.

MANAGEMENT'S DISCUSSION AND ANALYSIS

On December 30, 1999, HRI consummated the Sale of substantially all of its
assets and certain liabilities to Pyxis. Accordingly, the Company is no longer
in the business of manufacturing and selling trackless robotic courier systems.

RESULTS OF OPERATIONS

Net loss for the six months ended June 30, 2001 increased by $44,801 from the
six months ended June 30, 2000. Interest income for the six months ended June
30, 2000 was higher by $62,049 due to the higher cash balance in January 2000
and the first half of February 2000 prior to the distribution to stockholders on
February 15, 2000.

LIQUIDITY AND CAPITAL RESOURCES

The Company began 2000 with $10,972,189 in cash as a result of the sale of
substantially all its assets to Pyxis. On February 15, 2000, the Company made a
net cash distribution of $9,806,815 to its shareholders. Cash on hand at June
30, 2001 was $419,554, which management believes should be adequate to meet the
Company's future working capital requirements. In addition, escrow funds to the
extent remaining after indemnification issues are settled will be available to
the Company on December 30, 2001.

FORWARD LOOKING STATEMENTS

Statements other than historic information in this report contained in, or
incorporated by reference, under the heading "Business Plan" consist of forward
looking statements within the meaning of the Private Securities Litigation Act
of 1995. These forward looking statements are subject to risk and uncertainties
that could cause the actual results to differ materially from those projected,
anticipated or implied. The most significant of these are the statements
incorporated by reference from the Special Meeting Proxy under the headings
"Risk Factors: --No Operating History, --Acquisition Risks, --Unspecified
Business Risks, --Need for Additional Financing, --Regulation, --Limited
Management Resources and Experience, --Ability to Attract and Retain Key
Personnel, --Conflicts of Interest, -- Scarcity of and Competition for Business
Combinations, --No Agreement for Business Combination or Other Transaction,
--Possible Lack of Diversification, --Tax Considerations, --Limited Public
Market for Common Shares, --Issuance of Additional Shares, --Possible Adverse
Effect of "Penny Stock" Rules in Liquidity for Post-Sale HRI's Securities,
--Risks of Low Priced Stocks, --Possible Adverse Effect on Rules Affecting
"Blank Check Companies" on the future issuance of Post-Sale HRI Securities,
--Certain Anti-Takeover Provisions, and -- No Dividends Anticipated." The
Company undertakes no obligation to update or revise any forward looking
statements.


                                       9
<Page>

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE

ITEM 2. CHANGES IN SECURITIES

NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5. OTHER INFORMATION

NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

NONE


SIGNATURE

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

HelpMate Robotics Inc.


Date: August 13, 2001                        /s/ Joseph F. Engelberger
                                             -------------------------
                                             Joseph F. Engelberger, Chairman
                                             Chief Executive Officer, and Chief
                                             Financial Officer


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