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

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

            For the transition period from___________ to ____________

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

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

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

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

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


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<Page>

                             HELPMATE ROBOTICS INC.

                                      INDEX

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

      Condensed Statements of Cash Flows for the nine months ended
      September 30, 2001 (unaudited)                                           7

      Notes to Condensed Financial Statements (unaudited)                      8

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

                           PART II. OTHER INFORMATION

Signature                                                                     11


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<Page>

                             HelpMate Robotics Inc.

                       Condensed Balance Sheet (unaudited)

                               September 30, 2001

<Table>
<S>                                                                <C>
ASSETS
Current assets:
  Cash and cash equivalents                                        $    391,642
  Income tax receivable                                                  13,074

  Cash held in escrow                                                 1,338,962
                                                                   ------------
Total current assets
                                                                   $  1,743,678
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                            $     56,900
                                                                   ------------
Total current liabilities                                                56,900
                                                                   ------------

Commitments and contingencies

Stockholders' equity:
  Common stock, no par value; 40,000,000 shares authorized;
  19,971,313 shares issued and outstanding                           21,379,540
  Capital surplus                                                     5,232,012

  Accumulated deficit                                               (24,924,774)
                                                                   ------------
  Total stockholders' equity                                          1,686,778
                                                                   ------------

                                                                   $  1,743,678
                                                                   ============
</Table>

SEE ACCOMPANYING NOTES.


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<Page>

                             HelpMate Robotics Inc.

                 Condensed Statements of Operations (unaudited)

                 Three Months ended September 30, 2001 and 2000

<Table>
<Caption>
                                                    2001               2000
                                                    ----               ----
<S>                                             <C>                <C>
Operating expenses:
  Selling, general and administrative           $     75,802       $     51,546
                                                -------------------------------

  Loss from operations                               (75,802)           (51,546)

  Interest income                                     14,741             30,569
                                                -------------------------------
  Loss before income tax benefit                     (61,061)           (20,977)

  Income tax benefit                                      --             54,531
                                                -------------------------------
Net (loss) income                               $    (61,061)      $     33,554
                                                ===============================

Basic and diluted  (loss) earnings per share    $         --       $         --
                                                ===============================

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

SEE ACCOMPANYING NOTES.


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<Page>

                             HelpMate Robotics Inc.

                 Condensed Statements of Operations (unaudited)

                  Nine months ended September 30, 2001 and 2000

<Table>
<Caption>
                                                    2001               2000
                                                    ----               ----
<S>                                             <C>                <C>
Operating expenses:
  Selling, general and administrative           $    180,088       $    173,080
                                                -------------------------------

   Loss from operations                             (180,088)          (173,080)

   Interest income                                    59,734            137,611
                                                -------------------------------
   Loss before income tax benefit                   (120,354)           (35,469)

   Income tax benefit                                     --             54,531
                                                -------------------------------
Net (loss) income                               $   (120,354)      $     19,062
                                                ===============================

Basic and diluted  (loss) earnings per share    $         --       $         --
                                                ===============================

Weighted average shares outstanding               19,971,313         19,036,253
                                                ===============================
</Table>

SEE ACCOMPANYING NOTES.


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<Page>

                             HelpMate Robotics Inc.

             Condensed Statement of Stockholders' Equity (unaudited)

                      Nine Months ended September 30, 2001

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

Net loss                                                     --           (120,354)        (120,354)
                                   ----------------------------------------------------------------

Balance at September 30, 2001      $21,379,540      $ 5,232,012       $(24,924,774)      $1,686,778
                                   ================================================================
</Table>

SEE ACCOMPANYING NOTES.


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<Page>

                           HelpMate Robotics Inc.

               Condensed Statements of Cash Flows (unaudited)

                Nine Months ended September 30, 2001 and 2000

<Table>
<Caption>
                                                                      2001              2000
                                                                      ----              ----
<S>                                                                 <C>             <C>
OPERATING ACTIVITIES:
Net (loss) income                                                   $(120,354)      $     19,062
Changes in operating accounts:
  Decrease (increase) in accounts receivable                           13,394            (61,541)
  Increase in other assets                                            (25,246)           (45,341)
  Increase (decrease) in accounts payable and accrued expenses          8,027           (532,144)
                                                                    ----------------------------
Net cash used for operating activities                               (124,179)          (619,964)
                                                                    ----------------------------

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

Net decrease in cash and cash equivalents                            (124,179)       (10,426,779)

Cash and cash equivalents at beginning of period                      515,821         10,972,189
                                                                    ----------------------------
Cash and cash equivalents at end of period                          $ 391,642       $    545,410
                                                                    ============================

Supplemental non-cash financing activities:

  Cashless exercise of stock options and warrants                   $      --       $  1,776,546
                                                                    ============================
</Table>

SEE ACCOMPANYING NOTES.


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<Page>

                             HelpMate Robotics Inc.

               Notes to Condensed Financial Statements (unaudited)

                               September 30, 2001

BASIS OF PRESENTATION

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

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

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

BUSINESS PLAN

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

BACKGROUND OF HRI

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

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


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<Page>

INTERIM FINANCIAL INFORMATION

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

SUBSEQUENT EVENT

On October 23, 2001, the Company announced that it had entered into a letter of
intent with PainCare, Inc., a Nevada corporation ("PainCare"), pursuant to which
the Company is proposing to enter into a merger transaction with PainCare
whereby, among other things, (a) PainCare would become a wholly-owned subsidiary
of the Company, and (b) PainCare's stockholders would be issued shares of the
Company's common stock which, upon consummation of the transaction, would
represent approximately 90% of the outstanding Company stock. The transaction is
subject to the satisfactory completion of due diligence by the parties and the
negotiation and the execution of a definitive agreement.

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

RESULTS OF OPERATIONS

The Company experienced a net loss of $120,354 for the nine months ended
September 30, 2001 compared to net income of $19,062 for the nine months ended
September 30, 2000. Interest income for the nine months ended September 30, 2001
decreased by $77,877 due to a lower cash balance during the nine months ended
September 30, 2001. In addition, the Company realized an income tax benefit of
$54,531 during the nine months ended September 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

The Company began 2000 with $10,972,189 in cash and cash equivalents as a result
of the sale of substantially all its assets to Pyxis. On February 15, 2000, the
Company made a net cash distribution of $9,806,815 to its shareholders. Cash and
cash equivalents at September 30, 2001 was $391,642, which management believes
is adequate to meet the Company's future working capital requirements. In
addition, escrow funds to the extent remaining after indemnification issues are
settled will be available to the Company on December 30, 2001. Management is not
aware of any material claims against this escrow as of September 30, 2001.


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<Page>

FORWARD LOOKING STATEMENTS

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


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<Page>

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE

ITEM 2. CHANGES IN SECURITIES

NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

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

NONE

ITEM 5. OTHER INFORMATION

NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits
--------------

99.1  The Company's press release dated October 23, 2001, which is incorporated
      by reference to Exhibit 99.1 filed in the Company's Current Report on Form
      8-K dated October 23, 2001.

99.2  Letter of Intent with PainCare, Inc., which is incorporated by reference
      to Exhibit 99.2 filed in the Company's Current Report on Form 8-K dated
      October 23, 2001.

(b)   Reports on Form 8-K
-------------------------

      On November 7, 2001, the Company filed a Current Report on Form 8-K dated
      October 23, 3001 announcing it had entered into a letter of intent with
      PainCare, Inc.

SIGNATURE

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

HelpMate Robotics Inc.


Date: November 9, 2001                        /s/ Joseph F. Engelberger
                                              ----------------------------------
                                              Joseph F. Engelberger, Chairman
                                              Chief Executive Officer, and Chief
                                              Financial Officer


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