<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 March 31, 1997

-----   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
April 30, 1997 is 6,294,031 shares.
 
Transitional Small Business Disclosure Format (Check One) Yes      No  X
                                                             -----   -----

                                      1

<PAGE>
 
                         PART I--FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS.
 
                                        HelpMate Robotics Inc.
 
                                      Balance Sheet (Unaudited)
 
                                           March 31, 1997
 
ASSETS 
Current assets: 
 Cash.......................................................     $513,802
 Accounts receivable, net of allowance for doubtful
  accounts of $40,000.......................................      637,085
 Inventory, net of reserve for obsolescence of $50,000......    1,478,632
 Other......................................................       78,626
                                                               ----------
Total current assets........................................    2,708,145

Installation costs, net of accumulated amortization of
  $577,219..................................................      284,556
Equipment leased to others, net of accumulated depreciation
  of $747,491...............................................    1,289,404
Property and equipment, net of accumulated depreciation of
  $647,461..................................................      503,905
                                                               ----------
                                                               $4,786,010
                                                               ----------
                                                               ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable...........................................     $816,028
 Accrued expenses...........................................      348,704
 Accrued compensation and employee benefits.................      289,995
 Current portion notes payable..............................      413,454
 Deferred revenue...........................................      142,299
 Customer advances..........................................       52,767
                                                               ----------
Total current liabilities...................................    2,063,247

Deferred revenue............................................      261,716
Notes payable, less current portion.........................    1,246,279

Stockholders' equity:
 Common stock, no par value; 10,000,000 shares authorized;
  6,294,031 shares issued and outstanding...................   16,964,504
 Capital surplus............................................    5,112,225
 Accumulated deficit........................................  (20,861,961)
                                                               ----------
Total stockholders' equity..................................    1,214,768
                                                               ----------
                                                               $4,786,010
                                                               ----------
                                                               ----------

SEE ACCOMPANYING NOTES
 
                                      2

<PAGE>

                            HelpMate Robotics Inc.
 
                    Statements of Operations (Unaudited)
 
                Three months ended March 31, 1997 and 1996
 
                                                     Three Months Ended March 31
                                                     ---------------------------

                                                          1997         1996
                                                          ----         ----
Revenues:
 Sales revenues.................................     $  344,069      $  212,938
 Rental revenues................................        317,747         252,272
 Research and development contracts.............        154,536           --
                                                     ----------      ----------
Total revenues..................................        816,352         465,210

Cost of revenues:
 Cost of sales..................................        190,900         113,511
 Cost of rental revenues........................        193,289         268,274
 Cost of research and development contracts.....        154,536           --
                                                     ----------      ----------
Total costs of revenues.........................        538,725         381,785
                                                     ----------      ----------

Gross profit....................................        277,627          83,425

Selling, general and administrative expenses....        834,720         901,305
                                                     ----------      ----------
Operating loss..................................       (557,093)       (817,880)

Other income....................................         23,002           --
Interest expense................................        (70,334)        (90,227)
Interest income.................................          7,432          28,885
                                                     ----------      ----------
                                                        (39,900)        (61,342)
                                                     ----------      ----------

Loss before preferred stock dividends...........       (596,993)       (879,222)
Preferred stock dividends paid..................          --             57,147
                                                     ----------      ----------
Net loss applicable to common stock.............    $  (596,993)    $  (936,369)
                                                     ----------      ----------
                                                     ----------      ----------
Per share amounts:
  Net loss applicable to common stock...........    $     (0.10)    $     (0.21)
                                                     ----------      ----------
                                                     ----------      ----------
  Weighted average. number of shares of common 
   stock outstanding............................      6,288,507       4,572,365
                                                     ----------      ----------
                                                     ----------      ----------
 
SEE ACCOMPANYING NOTES

                                     3

<PAGE>
 
                              HelpMate Robotics Inc.
 
                        Statements of Cash Flows (Unaudited)
 
                     Three months ended March 31, 1997 and 1996
 
<TABLE>
<CAPTION>
                                                                     Three Months Ended March
                                                                                31
                                                                     -------------------------
<S>                                                                  <C>          <C>
                                                                        1997          1996
                                                                     -----------  ------------
OPERATING ACTIVITIES
Net loss...........................................................  $  (596,993) $   (879,222)
Adjustments to reconcile net loss to net cash used by operating
  activities:
 Interest..........................................................       54,558        77,699
 Compensation......................................................       30,362       --
 Provision for doubtful accounts...................................      (10,000)      --
 Depreciation and amortization.....................................      176,981       247,571
Changes in operating accounts:
 (Increase) in accounts receivable.................................     (291,596)       (7,083)
 (Increase) decrease in inventory..................................       76,042      (484,027)
 (Increase) in other assets........................................      (65,626)       (2,901)
 Increase in accounts payable and accrued expenses.................       48,975       209,773
 (Decrease) in deferred revenue....................................      (23,002)      --
 (Decrease) in customer advances...................................      (43,944)      (43,258)
                                                                     -----------  ------------
Total adjustments..................................................      (47,250)      (82,115)
                                                                     -----------  ------------
Net cash used by operating activities..............................     (644,243)     (881,448)
                                                                     -----------  ------------
INVESTING ACTIVITIES 
Proceeds from sale of equipment leased to others...................    1,180,000       --
Installation costs.................................................      (78,077)      (23,376)
Equipment leased to others.........................................     (544,044)     (181,874)
Purchase of property and equipment.................................      (12,358)      (95,760)
                                                                     -----------  ------------
Net cash provided by (used in) investing activities................      545,521      (301,010)
                                                                     -----------  ------------

FINANCING ACTIVITIES
Proceeds from capital lease obligation.............................      144,012       --
Repayments of notes payable and capital lease obligation...........     (144,659)      (91,199)
Proceeds from exercise of stock options............................        3,363           450
Redemption of common stock issued for rent.........................      --           (210,000)
Proceeds from issuance of common stock, net of expenses............      --          6,093,441
Preferred stock dividends paid.....................................      --            (57,147)
                                                                     -----------  ------------
Net cash provided by financing activities..........................        2,716     5,735,545
                                                                     -----------  ------------
Net increase (decrease) in cash and cash equivalents...............      (96,006)    4,553,087
Cash and cash equivalents at beginning of period...................      609,808       419,752
                                                                     -----------  ------------
Cash and cash equivalents at end of period.........................  $   513,802  $  4,972,839
                                                                     -----------  ------------
                                                                     -----------  ------------
</TABLE>
 
SEE ACCOMPANYING NOTES

                                       4

<PAGE>
 
                            HelpMate Robotics Inc.
 
       Notes to Condensed Consolidated Financial Statements (Unaudited)
 
                               March 31, 1997
  
BASIS OF PRESENTATION
 
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 period ended March 31, 1997 are not necessarily 
indicative of the results that may be expected for the full year ending 
December 31, 1997. 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, 1996.
 
SALE AND LEASEBACK TRANSACTION
 
On February 7, 1997, HelpMate Robotics Inc. ("HRI" or the "Company") entered 
into a Purchase, Security and Remarketing Agreement and a Master Lease 
Agreement with Leasing Technologies International, Inc. ("LTI") for the sale 
and leaseback of fifteen of its robotic courier systems which are currently 
under rent from the Company to hospitals across the United States ("sold 
units"). The total proceeds obtained from this transaction was $1,230,000. As 
part of the transaction, the Company assigned all of its rights, title and 
interest in the underlying rental agreements for the sold units and granted a 
security interest in fifteen additional rental agreements for units that were 
not sold to LTI ("collateral units"). The Purchase, Security and Remarketing 
Agreement requires the Company to, among other things, refurbish any sold 
unit that ceases to be rented by a hospital and place that sold unit on rent 
with another hospital prior to the Company placing one of its own units with 
another hospital. In addition, the Company is responsible for the maintenance 
of both the sold units and the collateral units. Upon the expiration of the 
Master Lease Agreement (36 months), the Company shares in residual rental 
payments from the sold units in the following manner: a) 75% for the Company 
and 25% for LTI until such time as the Company receives an additional 
$372,032 and b) 50% for the Company and 50% for LTI thereafter. Finally, the 
Company has no right to repurchase the sold units from LTI. The Master Lease 
Agreement will be classified as an operating lease in accordance with 
Statement of Financial Accounting Standards No. 13, "Accounting for Leases". 
The book value and related depreciation of the sold units, approximately 
$935,000 and $350,000, respectively, have been removed from the accounts and 
the gain (net of expenses of approximately $60,000) realized on the sale of 
approximately $585,000 has been deferred and amortized over the term of the 
Master Lease Agreement, 36 months. The maintenance costs expected to be 
incurred for the sold units during the lease term have been accrued as of the 
date of the sale, amortized over the term of the Master Lease Agreement and 
correspondingly reduced the gain on the sale. Such costs approximate $158,000 
thereby reducing the gain deferred and amortized to approximately $427,000. 
No provision for the refurbishment of the sold units has been made, as the 
Company's historical experience demonstrates that units do not cease being 
rented. Payments under the Master Lease Agreement are payable monthly 
commencing in March, 1997 and approximate $526,000 annually.
 
INSTALLATION COSTS
 
The Company incurs certain direct expenses associated with the installation 
of its equipment leased to others. The Company recast its March 31, 1996 
statements of operations, cash flows and stockholders' equity to reflect a 
change in the period over which the Company's installation costs related to 
its equipment leased to others is amortized. The Company previously amortized 
such costs over a five year period. Under the new policy such costs are 
amortized over the initial term of the lease in accordance with the generally 
accepted accounting principles prescribed for leases. In 1996, such costs 
increased in significance in relation to the Company's financial statements, 
which was attributable to among other things, the Company's increased volume 
of business and current market conditions which required the Company to incur 
more of these costs. This change affects the financial statements of the 
Company primarily by amortizing such costs more rapidly, as typically the 
initial term of the leases entered into by the Company range from one to 
three years. The net loss for first quarter of 1996 increased by $79,889 or 
($0.02 per share) as a result of this change.

                                     5

<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
GENERAL 

HelpMate Robotics Inc. (the "Company"), 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 has evolved into the development of 
products having commercial applications.
 
The Company designs, manufactures and markets autonomous robot transport 
systems for use by the institutional healthcare industry. The Company's 
flagship product, called HelpMate-TM-, is an intelligent, self-navigating, 
battery-powered robot, which travels throughout a hospital free of fixed 
tracks or guidewires. HelpMate robots provide repetitive, around-the-clock 
transport of meals, medications, lab samples, supplies and medical records 
within a hospital environment, relieving staff of unscheduled 
"fetch-and-carry" tasks, and thus, the Company believes, reducing labor costs 
and improving productivity. Using proprietary sensory technology and a 
preprogrammed map of the facility, the HelpMate robot can avoid obstacles and 
people, making almost instantaneous stops when necessary, and via radio link, 
can summon elevators to travel between floors. The HelpMate system's 
technology allows it to be a more flexible and cost-effective alternative to 
systems such as dumbwaiters, pneumatic tubes or automated guided vehicles. 
HelpMate development began in 1987, and in 1991, following extensive testing 
at Danbury Hospital in Connecticut, the first HelpMate became operational.
 
Further, in connection with the development of its HelpMate robots, the 
Company also has developed other applications of its robotics technology. The 
Company has sold and continues to sell, on a limited basis, components of its 
autonomous robotics navigation technology to universities, laboratories and 
other research facilities. Moreover, the Company has licensed some of its 
technologies for use in floor-cleaning and automated prescription-filling 
applications. The Company also believes that there are opportunities for 
expanding its HelpMate product lines to other uses, both within the hospital 
environment and for other healthcare users such as nursing homes, and for 
developing non-healthcare related applications and products.
 
The Company also engages in and continues to solicit research and development 
contract opportunities in the areas of service robotics and robotics 
technology applications. However, the Company only intends to engage in such 
contract research and development to the extent that the incremental costs 
for such activities are fully funded by the contracting party or other 
outside sources.
 
The Company's near-term objective is to attain profitability by establishing 
the HelpMate robotics system as a flexible, cost-efficient and preferred 
method for transporting materials within hospitals and other healthcare 
facilities. The Company's business strategy has been to (a) build a marketing 
and customer service staff that will implement its marketing program for the 
rental and sale of HelpMates to hospital users within North America, and (b) 
enhance its HelpMate robotics systems through product improvement, cost 
reduction and new feature development. 



The Company's cash requirements and overall profitability are, among other 
things, highly dependent upon the Company's mix of robot rentals and robot 
sales. While the cost of producing and installing a unit is recouped 
immediately when a unit or its related revenue stream is sold, it currently 
takes approximately 18 months for the Company to recoup such costs when a 
unit is rented. (This payback period has been reduced from 23 months at the 
beginning of 1996 due to the Company's efforts to reduce costs in the 
manufacturing and installation process. )
 
                                       6
<PAGE>

REVENUES
 
Total revenues increased by $351,142 or 75% from the quarter ended March 31, 
1996 compared to the quarter ended March 31, 1997. Rental revenues increased 
by $65,475 or 26% and sales revenues increased by $131,131 or 62%. Also, the 
Company earned revenues from research and development contracts of $154,536 
during the quarter ended March 31, 1997 as a result of phase II of a NASA 
sponsored program entitled "Two Armed, Mobile, Sensate Research Robot."
 
The increase in rental revenues is reflective of the Company's expanded fleet 
of rental units which at March 31, 1997 was 61, a 27% increase from the 48 
units under rent at December 31, 1996. The increase in sales revenues was 
attributable to an increase in sales of robotic components to universities 
and researchers around the world coupled with the sale of one HelpMate 
compared to the quarter ended March 31, 1996 where no HelpMates were sold.
 
COST OF REVENUES
 
Cost of revenues increased by $156,940 or 41% from the quarter ended March 
31, 1996 compared to the quarter ended March 31, 1997. The increase in cost 
of revenues generally reflects the increase in revenues discussed above.
 
GROSS PROFIT
 
Gross profit increased by 233% or $194,202 from the quarter ended March 31, 
1996 compared to the quarter ended March 31, 1997. The increase in gross 
profit percentage and dollars for the quarter reflects the Company's on-going 
strategy to reduce costs associated with manufacturing and installing its 
HelpMate robots coupled with 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 $66,585 or 7% from 
the quarter ended March 31, 1996 compared to the quarter ended March 31, 
1997. The decrease reflects the Company's on going efforts to control costs 
and reduce its unabsorbed overhead.
 
INTEREST EXPENSE AND INTEREST INCOME
 
Interest expense decreased by $19,893 or 22% from the quarter ended March 31, 
1996 compared to the quarter ended March 31, 1997. The decrease in interest 
expense reflects interest expense related to loans received by the Company in 
the latter half of 1995, which were repaid in conjunction with the Company's 
initial public offering in the first quarter of 1996. Interest income 
decreased by $21,453 or 74% as a result of a decline in cash on hand from 
March 31, 1996 to March 31, 1997. The Company's use of cash in expanding its 
fleet of rental units should further result in a decrease in the amount of 
interest income earned.
 
LOSSES
 
The Company incurred a net loss from continuing operations of $596,993 and 
$879,222 for each of the quarters ending March 31, 1997 and 1996, 
respectively. These losses were 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, and to the increase in staffing and sales and marketing expenses 
noted above. It should further be mentioned that while the Company's order 
flow continues to increase it has increased substantially for rentals not for 
sales thereby resulting in a more rapid depletion of cash than originally 
anticipated. 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 in the short run.)
 
                                       7
<PAGE>

EARNINGS (LOSS) PER SHARE
 
Earnings (loss) per share of common stock for the quarter ended March 31, 
1997 and 1996 was ($0.10) and ($0.21), respectively. The reduction in the net 
loss per share is attributable to the increase in number of shares 
outstanding from the aforementioned initial public offering. Earnings per 
common share is computed using the treasury stock method 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 and shares issuable 
in connection with the Company's convertible preferred stock have been 
included in the computations of earnings per share for all periods unless 
their inclusion would be anti-dilutive.
 
LIQUIDITY AND CAPITAL RESOURCES
 
The Company historically 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 certain financing transactions pursuant to which the Company 
assigned the revenue stream from certain HelpMate robots and assigned the 
existing rental agreements related thereto in exchange for lump sum payments 
to the Company.
 
As of March 31, 1997 the Company's capital requirements in connection with 
the design, development and commercialization of its HelpMate system continue 
to be significant, principally due to the increased rate at which rental 
orders have been received (discussed above). As of March 31, 1997, the 
Company had orders to rent an additional 29 HelpMate robotics systems, an 
increase from the 26 units in the rental backlog at December 31, 1996. 
However, the manufacture and installation of the units required to satisfy 
this backlog is expected to utilize a significant amount of cash. Further, as 
rental order receipts continue, it will continue to put pressure on the 
Company's limited cash liquidity.
 
In addition, by mid 1996, the Company had determined that the results that it 
expected to experience had varied from the Company's estimates in that (i.) 
Otis Elevator had reduced its forecast of purchases from 26 units to 6 units 
(and for fiscal 1996 only purchased 4 units); (ii.) the distribution 
agreement established with Bell & Howell Mailmobile Company had resulted in 
no placements of HelpMates and was consequently terminated; (iii.) the mix of 
robot rentals versus robot sales was significantly weighted to rentals, 
resulting in a slower replenishment of cash, and (iv.) the time by which the 
Company was able to fully train its sales force and establish its marketing 
program was delayed by three months until June 30, 1996.
 
In light of the foregoing liquidity issues, the Company took the following 
actions effective November 1, 1996; a) the Company terminated ten employees 
from all of its departments; b) nine senior executives of the Company, 
including the Company's Chairman, its President, Vice President of 
Engineering and Controller agreed to partial salary deferrals for a period of 
up to six months. (The Chairman has elected to receive no pay and the 
President has elected to receive 25% of his pay.) If not then repaid, it is 
anticipated that the salary deferred by these executives would be exchanged 
sometime in the Spring of 1997 for non-qualified options to purchase the 
Company's Common Stock. The terms of such options have not yet been 
finalized, although it is anticipated that they will have a below market 
exercise price and will be exercisable for no more than 100,000 shares of the 
Company's Common Stock in the aggregate, and that their issuance would 
require the approval by the Company's stockholders of an amendment to the 
Company's existing Amended and Restated 1995 Stock Option Plan; c) the 
Company's Chairman agreed to a grace period of up to six months for which 
principal and interest due on outstanding obligations owed him be waived 
until such time as the Company is better able to satisfy such obligations; 
and d) the Company postponed research and development related to new products 
until such time that the Company would be better able to finance the 
projects. The foregoing actions were taken with the objective of ensuring 
that the Company's cash on hand and cash generated from operations would be 
sufficient to satisfy its contemplated cash requirements until such time as 
it was able to complete the sale and leaseback transaction described below.
 
On February 7, 1997, the Company entered into a Purchase, Security and 
Remarketing Agreement and a Master Lease Agreement with Leasing Technologies 
International, Inc. ("LTI") for the sale and leaseback of fifteen of its 
robotic courier systems which are currently under rent from the Company to 
hospitals across the United States ("sold units"). The total proceeds 
obtained from this transaction was $1,230,000. As part of the transaction, 
the Company assigned all of its right, title and interest in the underlying 
rental agreements for the sold units and granted a security interest in 
fifteen additional rental agreements for units that were not sold to LTI 
("collateral units"). The Purchase, Security and Remarketing Agreement 
requires the Company to, among other things, refurbish any sold 

                                     8

<PAGE>

unit that ceases to be rented by a hospital and place that sold unit on rent 
with another hospital prior to the Company placing one of its own units with 
another hospital. In addition, the Company is responsible for the maintenance 
of both the sold units and the collateral units. Upon the expiration of the 
Master Lease Agreement (36 months), the Company shares in residual rental 
payments from the sold units in the following manner: a)75% for the Company 
and 25% for LTI until such time as the Company receives an additional 
$372,032 and b) 50% for the Company and 50% for LTI thereafter. Finally, the 
Company has no right to repurchase the sold units from LTI. Concurrent with 
the closing of the above transaction, the Company a) hired two employees, b) 
restored the salaries of the nine senior executives discussed above and c) 
resumed making principal and interest due on outstanding obligations. The 
Company has continued to postpone research and development related to new 
products until such time and the Company would be better able to finance the 
projects.
 
Further on May 5, 1997, the Company entered into another Purchase, Security 
and Remarketing Agreement and a Master Lease Agreement with LTI for the sale 
and leaseback of nine of its robotic courier systems which are currently 
under rent from the Company to hospitals across the United States ("sold 
units"). The total proceeds obtained from this transaction was $810,000. As 
part of the transaction, the Company assigned all of its right, title and 
interest in the underlying rental agreements for the sold units and granted a 
security interest in three additional rental agreements for units that were 
not sold to LTI ("collateral units"), and issued to LTI 98,182 warrants to 
purchase the Company's common stock at $1.2375 . The warrants expire on May 
4, 2006. The Purchase, Security and Remarketing Agreement requires the 
Company to, among other things, refurbish any sold unit that ceases to be 
rented by a hospital and place that sold unit on rent with another hospital 
prior to the Company placing one of its own units with another hospital. In 
addition, the Company is responsible for the maintenance of both the sold 
units and the collateral units. Upon the expiration of the Master Lease 
Agreement (32 months), the Company shares in residual rental payments from 
the sold units in the following manner: a)75% for the Company and 25% for LTI 
until such time as the Company receives an additional $225,400 and b) 50% for 
the Company and 50% for LTI thereafter. Finally, the Company has no right to 
repurchase the sold units from LTI. It should further be noted that until 
such time as additional rental units are installed, financing vehicles such 
as this will not be available to the Company.
 
The Company anticipates obtaining additional working capital financing during 
the Summer of 1997 which will allow HRI to utilize an existing commitment for 
up to $5 million in additional rental financing and up to $10 million in 
lease financing. The Company has however taken actions and will institute 
other measures such as employee termination, salary deferrals, and the 
curtailment of sales, marketing and production activity to ensure that 
operations would continue throughout 1997 if the additional financing 
transactions are not consummated. These actions could however have a material 
and adverse impact on the Company its business and financial condition in the 
following manner: a) increase the time in which the Company will be able to 
fulfill its backlog requirements, b) negatively impact the Company's 
reputation in the marketplace and consequently negatively impact order 
receipts, c) indefinitely postpone the Company's ability to generate positive 
cash flow and / or income and d) adversely affect the Company's ability to 
generate new orders and / or obtain additional financing. However, subject to 
the forgoing, the Company believes that even at a reduced level of 
operations, it will be able to produce, rent and/or sell, and install those 
units for which it has received firm orders. The Company continues to 
actively seek additional financing alternatives in order to strengthen its 
liquidity situation in the short term, and although the Company has 
identified some potential sources of such financing, the Company has no 
current commitments or agreements with respect to such and there can be no 
assurance that any additional financing will be available to the Company on 
acceptable terms, or at all. Such alternatives include, but are not limited 
to transactions similar in nature to that entered into with LTI; private 
placement of the Company's securities in the United States or abroad; and / 
or mezzanine type financing (including senior or subordinated debt). Further, 
additional equity financing may involve substantial dilution of the stock 
ownership of the Company's existing stockholders. Moreover, financial or 
other covenants imposed by future financing sources might further adversely 
affect the Company's ability to pay dividends and management's ability to 
control the Company. Additionally, by transferring the title and rental 
agreements to a third party for an immediate cash payment, the Company could 
lose all or a portion of its opportunity to benefit from ongoing rentals in 
the future or from the residual value of the units upon the expiration of the 
rental agreements. Finally, no assurances can be given that any such 
financing will provide sufficient cash required for the Company to attain an 
operating revenue stream of cash sufficient to support the Company's 
continued operations. It is also not anticipated that current stockholders 
will provide any additional financing. (This paragraph contains forward 
looking statements and the Company's actual results may differ if (a) the mix 
of robot rentals versus sales changes; (b) existing orders are canceled; (c) 
the Company's own order / installation forecast changes; (d) the Company is 
unable to secure additional financing and (e) the actions and measures 
described above are not sufficient to ensure that operations will continue 
throughout 1997.)

                                     9

<PAGE>
 
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.
 
SAFE HARBOR STATEMENT
 
Statements which are not historical facts in this report are forward looking 
statements, made on a good faith basis. Such forward looking statements, 
including those concerning the Company's expectations for demand and sales or 
rentals of new or existing products, profitability, cash flow, etc. all 
involve risk and uncertainties. Actual results may differ materially from 
forward looking statements for reasons including, but not limited to, changes 
in the healthcare industry, mix of robot rentals versus sales and the 
Company's ability to finance its ongoing operations.
 
                           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
 
On May 5, 1997, the Company entered into another Purchase, Security and 
Remarketing Agreement and a Master Lease Agreement with LTI for the sale and 
leaseback of nine of its robotic courier systems which are currently under 
rent from the Company to hospitals across the United States ("sold units"). 
(See Item 2. Management's Discussion and Analysis or Plan of Operation, 
Liquidity and Capital Resources for a more detailed description of this 
transaction.)

                                     10

<PAGE>
 
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
A Form 8-K was filed on February 21, 1997 describing the sale and leaseback
transaction consummated on February 7, 1997 discussed above.
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
NO.                                                  DESCRIPTION OF EXHIBIT
---------  ----------------------------------------------------------------------------------------------------------
<C>        <S>
3.01       Amended and Restated Certificate of Incorporation of Registrant as filed on December 28, 1995
           (Incorporated by reference to Form SB2 No. 33-99348 filed January 31, 1996, Exhibit No. 3.02)
3.02       Form of By-Laws of the Registrant, as amended .(Incorporated by reference to Form SB2 No, 33-99348 filed
           January 31, 1996, Exhibit No. 3.03)
4.01*      Form of Common Stock Certificate
4.02*      Form of Warrant Certificate
4.03*      Form of Unit Certificate
4.04*      Form of Warrant Agreement
4.05*      Form of Underwriters' Unit Purchase Option
4.06*      Pages of the Registrant's Certificate of Incorporation that define the rights of holders of the securities
           being registered hereby are incorporated herein by reference to pages 3, 4, 6 and 7 of Exhibit 3.01
4.07*      Pages of the Registrant's By-Laws that define the rights of holders of the securities being registered
           hereby are incorporated herein by reference to pages 1, 2, 3, 4, 5, 6, 12 and 13 of Exhibit 3.02
10.01*     Loan Agreement dated November 20, 1990 with Connecticut Innovations, Incorporated ("CII").
10.02*     $500,000 Promissory Note dated November 20, 1990 in favor of CII.
10.03*     Security Agreement dated November 20, 1990 in favor of CII.
10.04*     Loan Agreement May 26, 1995 with Joseph F. Engelberger ("Mr. Engelberger").
10.05*     $320,000 Promissory Note dated May 26, 1995 in favor of Mr. Engelberger.
10.06*     Financing Agreement dated June 14, 1995 with CII.
10.07*     $500,000 Senior Note dated June 14, 1995 in favor of CII.
10.08*     Security Agreement dated June 14, 1995 in favor of CII.
10.09*     Subordination Agreement dated June 14, 1995 among the Registrant, Mr. Engelberger and CII.
10.10*     First Amendment to Financing Agreement dated September 20, 1995 with CII.
10.11*     $300,000 Senior Convertible Note dated September 20, 1995 in favor of CII.
10.12*     First Amendment to Security Agreement dated September 20, 1995 with CII.
10.13*     Amendment to Subordination Agreement dated September 20, 1995 with CII.
10.14*     Loan Agreement dated October 3, 1995 with Minnesota Mining and Manufacturing Company ("3M").
10.15*     $250,000 Note dated October 3, 1995 in favor of 3M.
10.16*     Loan Agreement dated September 28, 1995 with Landmark Partners Inc. ("Landmark").
10.17*     $150,000 Note dated September 28, 1995 in favor of Landmark.
10.18*     Loan Agreement dated September 27, 1995 with Connecticut Financial Developments, L.P. ("CFD").
10.19*     $100,000 Note dated September 27, 1995 in favor of CFD.
10.20*     Sales and Maintenance Agreement with Hospital Transporters, Limited Partnership dated as of August 19,
           1994, with letter agreement dated October 14, 1994, and letter agreement dated August 4, 1995.
10.21*     Program Agreement dated May 30, 1995 with Center Capital Corporation.
10.22*     Employment Agreement with Mr. Engelberger dated June 1, 1995 and amended as of November 1, 1995.
10.23*     Employment Agreement with John M. Evans, Jr. dated April 17, 1987 and amended as of February 1, 1995 and
10.24*     as of November 1, 1995. Employment Agreement dated April 17, 1987 with Carl Weiman.
10.25*     Employment Agreement dated April 17, 1987 with Bala Krishnamurthy.
10.26*     Employment Agreement dated as of November 1, 1995 with Thomas K. Sweeny ("Mr. Sweeny")
10.27*     Stock Option Agreement dated as of November 1, 1995 with Mr. Sweeny.
10.28*     Service Agreement dated February 1, 1995 with Landmark (terminated pursuant to Exhibit 10.29)
10.29*     Termination Agreement with Landmark dated as of November 1, 1995
10.30*     Amended and Restated Buy and Sell Agreement dated April 17, 1987, as amended on September.
10.31*     Development Agreement dated May 1985 with Aktiebolaget Electrolux ("Electrolux").
10.32*     Development Agreement dated April 15, 1987 with Electrolux.
10.33*     Development Agreement dated May 1986 between Consolidated Controls Corporation and Connecticut Product
           Development Corporation (assumed by the Registrant and CII, respectively).

<PAGE>

10.34*     Royalty Reduction Agreement with CII.
10.35*     Joint Venture Agreement, dated July 1, 1988 with Thrift Drug Company, Automated Prescription Systems, Inc.
           ("APS") and Retired Persons Services, Inc.
10.36*     Agreement for Representation of Manufacturer/Licensee dated August, 1988 with APS.
10.37*     Distributor Agreement, dated August 14, 1991, with Yaskawa Electric Manufacturing Company, Ltd.
           ("Yaskawa").
10.38*     Technology Transfer and License Agreement with Yaskawa dated as of May 15, 1992.
10.39*     License Agreement Dated as of December 21, 1992 with Electrolux.
10.40*     Distribution Agreement dated on or about December 1, 1994 with a subsidiary of Otis Elevator Company
           ("Otis").
10.41*     Agreement for Sales with Bell & Howell Mailmobile dated October 18, 1995.
10.42*     Lease dated as of November 1, 1992 with Westinghouse Electric Corporation ("Westinghouse") for premises
           located at Shelter Rock Lane in Danbury, Connecticut.
10.43*     Letter Agreement dated October 21, 1992, with Westinghouse.
10.44*     Directors and Officers Liability Insurance Policy.
10.45*     Product Liability Insurance Policy.
10.46*     Stock Purchase Agreement dated July 29, 1987 with Transitions Two, Limited Partnership ("Transitions
           Two").
10.47*     Stock Purchase Agreement, dated July 29, 1987 with 3M.
10.48*     Stock Purchase Agreement dated February 24, 1989 with 3M, White Consolidated Industries, Inc. ("White"),
           which is a subsidiary of Electrolux, and Transitions Two, as amended by Amendment to Stock Purchase
           Agreement, dated March 9, 1989.
10.49*     Stock Purchase Agreement, dated August 14, 1991 with Yaskawa.
10.50*     Preferred Stock Purchase Agreement dated as of May 28, 1993 with CFD.
10.51*     Registration Rights Agreement dated as of May 28, 1993 with CFD.
10.52*     Co-Sale Agreement among the Registrant, Mr. Engelberger, Margaret Engelberger, Technology Transitions,
           Inc., 3M, White, Transitions Two, Yaskawa and CFD.
10.53*     Stock Purchase Agreement dated December 1, 1994 with Otis.
10.54*     Warrant dated November 20, 1990, as amended on June 14, 1995, issued to CII for 5,000 shares of the
           Registrant's Common Stock, expiring on July 1, 2000.
10.55*     Warrant dated January 16, 1991, issued to 3M for 3,000 shares of the Registrant's Common Stock, expiring
           on February 1, 1997.
10.56*     Warrant dated January 16, 1991, issued to Mr. Engelberger for 3,000 shares of the Registrant's Common
           Stock, expiring on February 1, 1997.
10.57*     Warrant dated January 16, 1991, issued to White for 3,000 shares of the Registrant's Common Stock,
           expiring on February 1, 1997.
10.58*     Warrant dated January 16, 1991, issued to Transitions Two for 3,000 shares of the Registrant's
           Common Stock, expiring on February 1, 1997.
10.59*     Warrant dated July 6, 1992, issued to Mr. Engelberger for 2,000 shares of the Registrant's Common Stock,
           expiring on August 1, 1998.
10.60*     Warrant dated July 6, 1992, issued to Transitions Two for 2,000 shares of the Registrant's Common Stock,
           expiring on August 1, 1998.
10.61*     Warrant dated March 22, 1993, issued to Transitions Two for 5,000 shares of the Registrant's Common Stock,
           expiring on March 21, 1999.
10.62*     Warrant dated July 1, 1993, issued to Electrolux for 4,300 shares of the Registrant's Common Stock,
           expiring on June 30, 1999.
10.63*     Warrant dated May 26, 1995, issued to Mr. Engelberger for 4,000 shares of the Registrant's Common Stock,
           expiring May 25, 2005.
10.64*     Stock Subscription Warrant dated June 14, 1995, issued to CII for 10,000 shares of the Registrant's Common
           Stock, expiring June 14, 2005.
10.65*     Warrant and Stock Put Agreement dated June 14, 1995 between the Registrant and CII.
10.66*     Stock Subscription Warrant dated September 20, 1995, issued to CII for 6,000 shares of the Registrant's
           Common Stock, expiring September 20, 2005.
10.67*     Warrant and Stock Put Agreement dated September 20, 1995 with CII.
10.68*     Stock Subscription Warrant dated October 3, 1995, issued to 3M for 5,000 shares of the Registrant's Common
           Stock, expiring September 30, 2005.

                                     12

<PAGE>

10.69*     Stock Subscription Warrant dated September 28, 1995, issued to Landmark for 3,000 shares of the
           Registrant's Common Stock, expiring September 30, 2005.
10.70*     Stock Subscription Warrant dated September 27, 1995, issued to CFD for 2,000 shares of the Registrant's
           Common Stock, expiring September 30, 2005.
10.71*     1984 Nonqualified Stock Option Plan dated September 21, 1984.
10.72*     1988 Nonqualified Stock Option Plan dated October 27, 1988.
10.73*     Form of 1995 Stock Option Plan.
10.74      Purchase, Security and Remarketing Agreement with Leasing Technologies International, Inc. dated as of
           February 7, 1997. (Incorporated by reference to Form 8-K filed February 21, 1997, Exhibit No. 10.01)
10.75      Master Lease Agreement with Leasing Technologies International, Inc. dated as of January 23, 1997 and
           related Equipment Schedules No. 01 through No. 05. (Incorporated by reference to Form 8-K No. filed
           February 21, 1997, Exhibit No. 10.02)
10.76      Letter Agreement with Leasing Technologies International, Inc. dated as of February 7, 1997. (Incorporated
           by reference to Form 8-K filed February 21, 1997, Exhibit No. 10.03)
10.77      HelpMate Robotics Inc. 1996/1997 Vendor Marketing Program dated 12/12/96. (Incorporated by reference to
           Form 10-KSB filed March 28, 1997, Exhibit No. 10.77) 
10.78      Purchase, Security and Remarketing Agreement with Leasing Technologies International, Inc. dated as of May 5, 1997.
10.79      Equipment Schedules No. 08 through No. 10. To Master Lease Agreement with Leasing Technologies
           International, Inc. dated as of January 23, 1997.
10.80      Stock Subscription Warrant dated May 5, 1997, issued to Leasing Technologies International for 98,182
           shares of the Registrant's Common Stock, expiring May 4, 2006.
11.01      Statement Re: Computation of Primary Per Share Earnings.
27.1       Financial Data Schedule for the quarter ended March 31, 1997
</TABLE>
 
* Incorporated by reference to Form SB2 Number 33-99348 filed January 31, 1996
under the same exhibit number as filed therein.
 
                                      13
<PAGE>

                                   SIGNATURES
 
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: May 7, 1997               /S/ JOSEPH F. ENGELBERGER 
                                -------------------------
                                Joseph F. Engelberger,
                                Chairman and Director 

Date: May 7, 1997              /S/ THOMAS K. SWEENY 
                               ---------------------
                               Thomas K. Sweeny, 
                               President, and Chief Executive Officer, 
                               Director, Treasurer and Principal Financial 
                               Officer
 




                                      14