<PAGE>





                                  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 SEPTEMBER 30, 1998

           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 registrant's common stock as of 
October 15, 1998 is 13,796,434  shares.

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

<PAGE>

                                       
                             HELPMATE ROBOTICS INC.

                                     INDEX

                         PART I. FINANCIAL INFORMATION


Item 1.  Financial Statements

         Condensed Balance Sheet as of  September 30, 1998                    3

         Condensed Statements of Operations for the three months
          ended September 30, 1998 and 1997                                   4

         Condensed Statements of Operations for the nine months
          ended September 30, 1998 and 1997                                   5

         Condensed Statement of Stockholders' Equity (Deficit)
          as of September 30, 1998                                            6

         Condensed Statement of Cash Flows for the nine months
          ended September 30, 1998 and 1997                                   7

Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of  Operations                                8
                                       
                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                    13

SIGNATURE                                                                    14


















2

<PAGE>


                                       
                        PART I - FINANCIAL INFORMATION


Item 1. Financial Statements.
----------------------------
                                       
                           HelpMate Robotics Inc.
                                   Condensed
                           Balance Sheet (Unaudited)

                              September 30, 1998

<TABLE>

<S>                                                                                       <C>
ASSETS
Current assets:
  Cash                                                                                    $  456,753
  Accounts receivable, net of allowance for doubtful accounts of $40,293                     416,240
  Inventory,  net of reserve for obsolescence of  $100,000                                   387,565
  Other                                                                                       48,576
                                                                                          ----------
Total current assets                                                                       1,309,134

Installation costs, net of accumulated amortization of $828,892                              180,551
Equipment leased to others, net of accumulated depreciation of  $1,126,048                 1,403,828
Property and equipment, net of accumulated depreciation of $815,026                          337,121
Other assets                                                                                  81,584
                                                                                          ----------

                                                                                          $3,312,218
                                                                                          ----------
                                                                                          ----------


LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
  Accounts payable                                                                         $ 166,392
  Accrued expenses                                                                           453,933
  Accrued compensation and employee benefits                                                 191,886
  Current portion notes payable                                                              383,686
  Deferred revenue                                                                           228,362
                                                                                          ----------
Total current liabilities                                                                  1,424,259

Deferred revenue, less current portion                                                        82,222
Notes payable, less current portion                                                           98,085
                                                                                          ----------
Total liabilities                                                                          1,604,566
                                                                                          ----------

Stockholders' equity:
  Common stock, no par value; 40,000,000 shares authorized;  13,796,434 shares
  issued and outstanding                                                                  19,440,297
  Capital surplus                                                                          5,231,963
  Accumulated deficit                                                                   (22,964,608)
                                                                                         -----------
Total stockholders' equity                                                                 1,707,652
                                                                                         -----------
                                                                                          $3,312,218
3                                                                                        -----------
                                                                                         -----------
</TABLE>

SEE ACCOMPANYING NOTES.


<PAGE>


                                       
                              HelpMate Robotics Inc.

                     Statements of Operations (Unaudited)
                                   Condensed

                Three months ended September 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                   Three months ended September 30,

                                                                            1998          1997
                                                                            ----          ----
<S>                                                                    <C>            <C>
Revenues:
  Sales revenues                                                       $   681,279    $  366,192
  Rental revenues                                                          746,212       531,496
  Research and development contracts                                        45,268        86,330
                                                                       -----------    ----------
Total revenues                                                           1,472,759       984,018
                                                                       -----------    ----------

Cost of revenues:
  Cost of sales                                                            351,676       126,062
  Cost of rental revenues                                                  436,635       333,111
  Cost of research and development contracts                                65,330        49,549
                                                                       -----------    ----------
Total costs of revenues                                                    853,641       508,722
                                                                       -----------    ----------

Gross profit                                                               619,118       475,296

Selling, general and administrative expenses                               530,300       759,393
                                                                       -----------    ----------


Operating income (loss)                                                     88,818     (284,097)

Other income (expense):

 Interest income                                                             5,473         1,544
 Interest expense                                                         (28,428)       (60,325)
 Vendor forgiveness of debt                                                 49,900             -
                                                                       -----------    ----------

Net income (loss)                                                      $   115,763    $ (342,878)
                                                                       -----------    ----------
                                                                       -----------    ----------
Basic and diluted income (loss) per share                              $         -    $  ( 0.05)
                                                                       -----------    ----------
                                                                       -----------    ----------
Weighted average number of shares of common stock outstanding           13,770,530     6,294,031
                                                                       -----------    ----------
                                                                       -----------    ----------
</TABLE>
SEE ACCOMPANYING NOTES.







4


<PAGE>



                                       
                             HelpMate Robotics Inc.

                     Statements of Operations (Unaudited)
                                   Condensed
                  Nine months ended September 30, 1998 and 1997

<TABLE>
<CAPTION>


                                                                    Nine months ended September 30,

                                                                           1998          1997
                                                                           ----          ----
<S>                                                                    <C>            <C>
Revenues:

  Sales revenues                                                       $   784,096    $  942,638
  Rental revenues                                                        2,177,561     1,450,315
  Research and development contracts                                       271,183       295,522
                                                                       -----------    ----------
Total revenues                                                           3,232,840     2,688,475
                                                                       -----------    ----------

Cost of revenues:

  Cost of sales                                                            402,758       515,525
  Cost of rental revenues                                                1,408,871       991,836
  Cost of research and development contracts                               291,245       258,741
                                                                       -----------    ----------
Total costs of revenues                                                  2,102,874     1,766,102
                                                                       -----------    ----------

Gross profit                                                             1,129,966       922,373

Selling, general and administrative expenses                             1,608,388     2,616,262
                                                                       -----------    ----------

Operating loss                                                            (478,422)  (1,693,889)

Other income (expense):

 Interest income                                                            23,829        11,308
 Interest expense                                                         (159,458)    (201,143)
 Other income                                                               19,755             -
 Vendor forgiveness of debt                                                138,127             -
                                                                       -----------    ----------

Net loss                                                               $  (456,169)   $(1,883,724)
                                                                       -----------    ----------
                                                                       -----------    ----------

Basic and diluted loss per share                                       $     (0.04)   $   (0.30)
                                                                       -----------    ----------
                                                                       -----------    ----------
Weighted average number of shares of common stock outstanding           10,623,564     6,291,269
                                                                       -----------    ----------
                                                                       -----------    ----------
</TABLE>

SEE ACCOMPANYING NOTES.








5

<PAGE>


                                                
                                       HelpMate Robotics Inc.
                                            Condensed
                             Statements of Stockholders' Equity (Deficit)
                                         September 30, 1998

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                      Common Stock        Capital Surplus       Deficit           Total
                                                                          ---------------    ------------       ----------

<S>                                                     <C>                 <C>              <C>                <C>
Balance at December 31, 1997                            $16,964,504         $5,174,839       $(22,508,439)      $(369,096)

Conversion of notes, accounts payable, and accrued
        expenses to common stock                          2,475,793                  -                  -        2,475,793

Issuance of stock options below fair market value                 -             57,124                  -           57,124

Net loss conversion                                               -                  -           (456,169)       (456,169)
                                                        -----------         ----------       ------------       ----------

Balance on September 30, 1998                           $19,440,297         $5,231,963       $(22,964,608)      $1,707,652
                                                        -----------         ----------       ------------       ----------
                                                        -----------         ----------       ------------       ----------
</TABLE>

SEE ACCOMPANY NOTES


<PAGE>



                                       
                              HelpMate Robotics Inc.

                       Statements of Cash Flows (Unaudited)
                                   Condensed
                  Nine months ended September 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                         Nine months ended September 30,

                                                                               1998         1997
                                                                               ----         ----
OPERATING ACTIVITIES
<S>                                                                         <C>         <C>
Net loss                                                                    $ (456,169) $(1,883,724)
Adjustments to reconcile net loss to net cash used by operating
activities:

  Interest                                                                           -      151,990
  Compensation                                                                       -       58,160
  Provision for doubtful accounts                                                    -       59,241
  Provision for inventory obsolescence                                               -       50,000
  Vendor forgiveness of debt                                                  (138,127)           -
  Depreciation                                                                 644,419      520,967
  Other                                                                              -       26,453
Changes in operating accounts:
  (Increase) decrease in accounts receivable                                    10,922     (390,497)
  (Increase) decrease in inventory                                             496,566      162,713
  (Increase) decrease in other assets                                          (32,411)     (16,491)
  (Decrease) increase in accounts payable and accrued expenses                  78,559      450,930
  (Decrease) in deferred revenue                                              (218,695)    (224,792)
  (Decrease) increase in customer advances                                           -        3,439
                                                                            ----------   ----------
Total adjustments                                                              841,233      852,113
                                                                            ----------   ----------
Net cash provided by (used in) operating activities                            385,064   (1,031,611)
                                                                            ----------   ----------

INVESTING ACTIVITIES
Sale of equipment leased to others                                                   -     1,958,416
Installation costs                                                            (224,996     (144,652)
Equipment leased to others                                                    (351,638)  (1,134,660)
Purchase of property and equipment                                              (5,054)     (11,241)
                                                                            ----------   ----------
Net cash provided by (used in) investing activities                           (581,688)     667,863
                                                                            ----------   ----------

FINANCING ACTIVITIES
Repayments of notes payable                                                   (375,902)    (339,404)
Proceeds from capital lease                                                          -      144,012
Proceeds from exercise of stock options                                              -        3,363
Proceeds from issuance of notes                                                222,000            -
                                                                            ----------   ----------
Net cash used in financing activities                                         (153,902)    (192,029)
                                                                            ----------   ----------

Net decrease in cash and cash equivalents                                     (350,526)    (555,777)

Cash and cash equivalents at beginning of period                               807,278      609,808
                                                                            ----------   ----------
Cash and cash equivalents at end of period                                  $  456,753    $  54,031
                                                                            ----------   ----------

Supplemental non-cash financing activities:
 Conversion of notes, accounts payable, and accrued expenses
 to common stock                                                            $2,475,793            -
                                                                            ----------   ----------
                                                                            ----------   ----------
</TABLE>
SEE ACCOMPANYING NOTES.



7

<PAGE>

                                       
                             HelpMate Robotics Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                               September 30, 1998

BASIS OF PRESENTATION

HelpMate Robotics Inc. ("HelpMate", "HRI", or the "Company"), was incorporated
in May 1984. The Company is primarily engaged in the design, manufacture and
sale of the Company's flagship product, the HelpMate(R) robotics courier system,
a trackless robotic courier used primarily in the healthcare industry to
transport materials. The Company derives revenue primarily from rentals and
sales of HelpMate robots. The Company also sells robotic components such as
LabMate, LightRanger and BiSight and performs research and development
contracts.

Historically, the Company has been dependent upon sources other than operations
to finance its working capital requirements. These sources include loans and/or
investments from stockholders and their affiliates, private placements of its
debt and equity securities, the Company's initial public offering and the
proceeds of Financed Rentals. The Company continues to actively seek additional
financing alternatives in order to strengthen its liquidity situation in the
short term.

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements.
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 financial statements. In addition,
certain amounts for prior periods have been reclassified to be comparable with
the current period presentation. Operating results for the three month and nine
month periods ended September 30, 1998 are not necessarily indicative of the
results that may be expected for the full year ending December 31, 1998. 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, 1997.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
---------------------------------------------

GENERAL

The Company develops, manufacturers and markets mobile robotic systems, which
are distinguished by their ability to navigate autonomously without the need for
fixed tracks or guide wires. The Company accomplishes this by employing state of
the art sensor technology, wireless radio and proprietary software to the
guidance of battery-powered vehicles of its own design. So equipped, these
autonomous vehicles can navigate from point to point, avoid stationary and
moving obstacles (including people), make almost instantaneous stops when
necessary, summon elevators to travel between floors, announce their arrival at
destinations, signal closed doors to open, and maintain communications with a
centrally located computer.

The Company also continues to sell, on a limited basis, components of its
autonomous mobile robotics technology to universities and other research
facilities, and has licensed some of its technologies for use in floor cleaning
and automated prescription filling applications. The Company also engages in
research and development contracts in the area of mobile robotics technology.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has been dependent upon sources other than 
operations to finance its working capital requirements. The statements in the 
Company's Quarterly Report on Form 10-QSB for the quarterly period ended June 
30, 1998 contained in the following subsections of the section entitled 
"Management's Discussion and Analysis" are incorporated herein by reference: 
(1) "Liquidity and Capital Resources"; (2) "Initial Public Offering"; (3) 
"Use of IPO Proceeds"; (4) "Events Subsequent to the IPO"; (5) "Financed 
Rental Transactions"; (6)



8


<PAGE>



LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

"Downsizing"; (7) "Financing and Restructuring Transactions - Private
Placement"; (8) "Financing and Restructuring Transactions - Loans and Loan
Restructuring"; (9) "Financing and Restructuring Transactions - Trade Payable
Restructuring"; (10) "Financing and Restructuring Transactions - CII
Restructuring"; (11) "Financing and Restructuring Transactions - Registration
Rights"; and (12) "Financing and Restructuring Transactions - Amendment to
Certificate of Incorporation.

The backlog at September 30, 1998 consists of approximately $250,000 in annual
rental revenues. Approximately $150,000 of this backlog should become
operational in the fourth quarter of 1998 and remaining in the first half of
1999. In addition, the Company expects to sell several robots. The Company
delivered the two-armed, mobile, sensate, research robot project under contract
to NASA in September 1998. As of September 30, 1998, the Company is operating at
slightly above a cash break even level. Management believes that cash generated
by these transactions, together with available cash, will be sufficient to
complete the installation of robots from the backlog and to sustain continuing
operations through the end of 1998.

The Company believes the opportunity to establish the HelpMate robot as a
flexible, cost-efficient and preferred method for transporting materials within
hospitals and other healthcare facilities remains significant. Although the
Company does not presently have specific plans to purchase parts for builds of
new HelpMate robots, the Company will continue to maintain a sales presence in
the marketplace and book orders in anticipation of another release of HelpMate
units for production. Therefore, while the Company's near-term objective is to
stabilize and enhance its business at the level of the current customer base, it
will actively pursue additional means of financing that would be necessary to
resume expansion of its original aggressive marketing plans.

The Company has conducted its foreign marketing and distribution program in
Europe, the former Soviet Union, Africa and parts of the Middle East,
principally through Otis. In 1996 Otis purchased only 4 of the 26 HelpMate units
it had originally forecast and it purchased only one unit in 1997. The Company
has recently been informed that Otis is currently undergoing a restructuring of
its European marketing operations and does not plan to continue marketing the
HelpMate robot. The Company finalized the termination of its license agreement
with Otis in September 1998. As a result, the Company will purchase, for $1 each
plus transportation costs, seven robots from Otis and the Company will support
the three installed robots in Europe until the leases expire, when the robots
will be returned. Also, the Company will pay Otis $25,381 to settle all
outstanding debts.

Results of Operations
---------------------

REVENUES

Total revenues increased by $488,741 or 33% from the three months ended
September 30, 1997 compared to the three month period ended September 30, 1998.
Rental revenues increased by $214,716 or 29%; sales revenues increased by
$315,087 or 46%, and revenues from research and development contracts decreased
by $41,062 or 48% for the same period.

Total revenues increased by $544,365 or 17% from the nine months ended September
30, 1997 compared to the nine month period ended September 30, 1998. Rental
revenues increased by $727,246 or 33% and sales revenues decreased by $158,542
or 20%. Also, revenues from research and development contracts decreased by
$24,339 or 17%.

Sales revenue in the three months ended September 30, 1998 included the sale of
four robots compared to only two sales in 1997. The increase in rental revenues
is primarily due to higher monthly rentals coupled with a net increase of three
rentals to 81 rental units at September 30, 1998. Research and development
contract revenues reflect the completion of the two-armed, mobile, sensate,
research robot project for NASA. The research robot was delivered to NASA in
September 1998.



9

<PAGE>


COST OF REVENUES

Cost of revenues increased by $344,919 or 40% from the three months ended
September 30, 1997 compared to the three months ended September 30, 1998. Cost
of revenues increased by $336,772 or 16% from the nine months ended September
30, 1997 compared to the nine months ended September 30, 1998. Cost of revenue
for sales in the three months ended September 30, 1998 increased 64% from the
three months ended September 30, 1997 due to the higher number of robot sales.
Overall, cost of revenue as a percentage of sales has remained approximately the
same for the nine month period ended September 30, 1998 compared to the same
period in 1997.

GROSS PROFIT

Gross profit increased by 23% or $143,822 from the three months ended September
30, 1997 compared to the three months ended September 30, 1998. Gross profit
increased by 18% or $207,593 from the nine months ended September 30, 1997
compared to the nine months ended September 30, 1998. The increase in gross
profit percentage and dollars reflects the sale of four robots during the
quarter and the fact that several of the Company's rental units are now fully
depreciated.

SELLING GENERAL AND ADMINISTRATIVE EXPENSES

Selling, General and Administrative Expenses decreased by $229,093 or 43% from
the three months ended September 30, 1997 compared to the three months ended
September 30, 1998. Selling, General and Administrative Expenses decreased by
$989,853 or 62% from the nine months ended September 30, 1997 compared to the
nine months ended September 30, 1998. The decrease reflects a significant
reduction in staffing in all departments in the Company's ongoing efforts to
reduce costs.

INTEREST EXPENSE AND INTEREST INCOME AND OTHER INCOME

Interest expense decreased for both the three month and nine month periods
ending September 30, 1998. The decrease reflects the conversion of certain
long-term obligations and interest thereon to equity.

Vendor forgiveness of debt reflects the savings the Company realized when
certain vendors agreed to take less than the amount owed to them at September
30, 1997. (See footnote to financial statements in the Company's annual report
on Form 10-KSB for the year ended December 31, 1997.)

NET INCOME/LOSS

The Company had a net income from operations of $115,763 compared to a net loss
of $342,878 for the three months ended September 30, 1997, and incurred a net
loss from operations of $456,169 and $1,883,724 for each of the nine month
periods ending September 30, 1998 and 1997, respectively. The income for the
three months ended September 30, 1998 reflects the sale of four robots as
described above. The overall loss was sustained primarily because the Company
has not achieved the volume of sales and rentals of HelpMates required to cover
the overhead expenses associated with the commercialization of its HelpMate
systems. Although the decrease in staffing and sales and marketing expenses have
reduced losses in fiscal 1997 and the first nine months of 1998, the Company
anticipates that such losses will continue until the volume of sales and rentals
of HelpMates necessary to cover overhead expenses is achieved. As noted above,
the overall profitability and cash flow of the Company is highly dependent upon
its mix of robot rentals and robot sales (i.e., more robot rentals than sales
results in larger losses and a quicker depletion of cash).

EARNINGS (LOSS) PER SHARE

Earnings (loss) per share of common stock for the three months ended September
30, 1998 and 1997 was $0.00 and ($0.05), respectively. Earnings (loss) per share
of common stock for the nine months ended September 30, 1998 and 1997 was
($0.04) and ($0.30), respectively. Basic and diluted earnings (loss) per common
share is


10


<PAGE>


EARNINGS (LOSS) PER SHARE CONTINUED

computed according to SFAS 128 which was adopted in 1997. It is based on the
weighted average number of common shares and common stock equivalent shares
outstanding during the period, as adjusted for the stock split that occurred in
conjunction with the initial public offering. Shares from the assumed exercise
of options and warrants granted by the Company have been included in the
computations of earnings per share for all periods unless their inclusion would
be antidilutive.

OTHER

In October 1998 the Company announced that it is conducting an investigation to
determine the extent to which it has been defrauded by its former payroll
company. The payroll company, KPM, Inc., of Brookfield, Connecticut, did
business under the names Payroll Express and Compusystems. Based upon the
Company's preliminary investigation, the Company believes that KPM
misappropriated Company funds which KPM was required to pay to the Internal
Revenue Service with respect to Company employment taxes. As part of its
investigation, the Company has discovered that copies of the tax returns
provided by KPM to the Company differ materially from the actual returns which
KPM filed on the Company's behalf with the IRS. KPM was engaged as the Company's
payroll service from the late 1980's until August 1998. KPM filed for bankruptcy
in July 1998.

The Company understands from published reports that KPM may have similarly
misappropriated funds from a number of other KPM customers and that IRS Criminal
Investigation Division and the office of the United States Attorney are
currently investigating KPM.

Under the Internal  Revenue Code,  the Company may be liable for the payment 
of the these unpaid taxes as well as interest and  penalties.  The Company 
has not yet determined the full extent of this tax liability.

The Company believes that this tax liability may have a material and adverse
affect on the Company's business, its financial condition and on the results of
its operations. The Company is currently considering what steps to take to deal
with this extraordinary situation, including, among other things: (a) filing a
claim in the KPM bankruptcy proceeding, (b) filing a claim under Company
insurance policies, (c) entering into discussions with the Internal Revenue
Service regarding a compromise of the Company's liability for these employment
taxes; and (d) using its available cash and future revenues to liquidate its tax
liability.

The Company is continuing to investigate this matter and expects to cooperate
fully with the ongoing IRS and United States Attorney investigations of KPM.

For the foreseeable future, the Company does not anticipate paying dividends and
the Company anticipates retaining any earnings to fund its operations. Moreover,
the ability of the Company to pay dividends is subject to contractual
restrictions through September 2001. Specifically, during that period, the
Company may not, unless otherwise approved by one of its lenders, directly or
indirectly declare, order, pay or reserve any sum or property for the payment of
any dividend or other distribution on the Company's capital stock until such
time as the Company has achieved a net profit for three consecutive fiscal
quarters.

During the second quarter of 1997 the Company was notified by the Philadelphia
Stock Exchange that the Company's stock had been delisted due to a failure to
meet the requirements for net worth and minimum stock price. Further, the
Company has been notified by Nasdaq the Company's stock had been delisted for
failure to meet the minimum bid price and net worth requirements.

INCOME TAXES

The Company accounts for income taxes in accordance with Financial Accounting
Standards Board Statement No. 109, "Accounting for Income Taxes" ("SFAS 109"),
SFAS 109. The Company's net operating loss carry forwards of approximately $19.2
million at December 31, 1997 expire during the years 1999 through 2012. The
related deferred tax asset has been fully reserved because the ability of the
Company to realize a future tax benefit from its net operating loss carry
forwards may be limited.


11

<PAGE>


INFLATION

The Company does not believe that the relatively moderate levels of inflation
which have been experienced in the United States has had or will have a
significant effect on its revenues or operations.

YEAR 2000 READINESS

The Company is continuing its assessment of its year 2000 readiness. The Company
believes its internal computer systems will be ready for the year 2000. The
Company also believes that the operation of its principal product, a mobile
robotic system, will not be adversely affected by the year 2000 issues. The
Company plans to survey its major customers and vendors as to their readiness
for the year 2000. Based on the current status of this assessment, the Company
is not yet able to estimate the costs to be incurred for all the year 2000
issues.

FORWARD LOOKING STATEMENTS

Statements made in this report regarding (a) the projection of revenues, income,
earning per share, capital expenditures, dividends or other financial items, (b)
the plans and objectives of management for the Company's future operations, (c)
the future economic performance of the Company, and (d) statements regarding the
assumptions underlying or relating to the foregoing items are forward-looking
statements. Forward-looking statements are contained in, or incorporated by
reference into, this report, including under the sections entitled "Management's
Discussion and Analysis - Liquidity and Capital Resources - Results of
Operations -- Net Income/Loss; -- Other; and -- Year 2000 Readiness". There are
important factors that could cause the actual results to differ materially from
those in the forward-looking statements. These important factors include the
following: (a) if the mix of robot rentals versus sales changes; (b) if there
are substantial returns of robots currently on rental or if the Company is
unable to place returned robots with new customers; (c) if there is a
substantial reduction in the aggregate number of hours for which robots are
rented; (d) if existing orders in backlog are canceled; (e) if the Company's own
order/installation forecast changes; (f) if the actions and measures described
under the heading "Management's Discussion and Analysis -- Financing and
Restructuring Transactions" are not sufficient to ensure that operations will
continue throughout 1998; (g) if the Company's financial condition negatively
impacts the Company's reputation in the marketplace and consequently negatively
impacts order receipts; (h) if the Company is unable in the foreseeable future
to secure additional financing; (i) if the Company is unable to reach an
agreement with a new strategic marketing partner in Europe; (j) if customers or
vendors have year 2000 issues which adversely affect the Company and (k) the
impact of the payroll company matters described in Other.












12


<PAGE>


                                       
                           PART II - 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

A report on Form 8-K dated  August  12,  1998 was filed with the  Securities  
and  Exchange  Commission  (SEC)  reporting  the death of  HelpMate  Robotics 
 Inc.'s President Thomas K. Sweeny.

A report on Form 8-K dated October 14, 1998 was filed with the SEC reporting 
the  Company's  investigation  to determine the extent to which it has been  
defrauded by its former payroll service company.

13

<PAGE>



                                    SIGNATURE

In accordance with requirements 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:  November 3, 1998                     /s/  Joseph F. Engelberger
                                            --------------------------
                                            Joseph F. Engelberger
                                            Chairman ,Chief Executive Officer
                                            and Chief Financial Officer












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