<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

            QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                          COMMISSION FILE NUMBER 1-8292

                            HELM CAPITAL GROUP, INC.
                         (FORMERLY HELM RESOURCES, INC.)
              (Exact name of registrant as specified in character)


          Delaware                                       59-0786066
(State or other jurisdiction  of                        (IRS Employer
  incorporation or organization)                   Identification Number )

                               537 Steamboat Road
                               Greenwich, CT 06830
                    (Address of principal executive offices)

                                  203-629-1400
              (Registrant s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 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

As of November 12, 1997 there were 2,791,389 shares of the Company's common
stock, par value $.01 per share, outstanding.



                                                                    Page 1 of 16
<PAGE>   2
                          PART I- FINANCIAL INFORMATION
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1997

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<S>                                       <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                 $1,716
Prepaid expenses                              12
                                          ------

         TOTAL CURRENT ASSETS              1,728

INVESTMENTS IN  AFFILIATES                   740

OTHER ASSETS                                  53

CASH HELD IN ESCROW, LESS RESERVE            125
                                          ------
                                          $2,646
                                          ======
</TABLE>

                                                                    Page 2 of 16
<PAGE>   3
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1997

                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<S>                                                <C>
LIABILITIES AND SHAREHOLDERS' (DEFICIENCY)

CURRENT  LIABILITIES:
Notes payable to affiliates                        $   110
Accrued interest                                       323
Accrued expenses                                       544
                                                   -------

     TOTAL CURRENT LIABILITIES                         977

SUBORDINATED DEBENTURES                              2,969

ACCRUED EXPENSES PAYABLE IN COMMON STOCK               563

OTHER LIABILITIES                                      362

     TOTAL LIABILITIES                               4,871

SHAREHOLDERS  DEFICIENCY (NOTE 4)                   (2,225)
                                                   -------
                                                   $ 2,646
                                                   =======
</TABLE>



                                                                    Page 3 of 16
<PAGE>   4
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                     September 30, 1997
                                                 ------------------------
                                                   1997             1996
                                                 -------          -------

<S>                                              <C>              <C>
REVENUES                                         $ 1,363          $ 4,119
                                                 -------          -------

COSTS, EXPENSES AND OTHER:
     Operating expenses                            1,295            3,316
     Selling, general and administrative
                   expenses                          419            1,056
     Gain on sale of securities                      (37)            (192)
     Gain on sale of Interpak                     (2,324)              --
     Equity in net (earnings) of
           affiliates                                (51)             (30)
     Increase in underlying equity
           of Intersystems, Inc.                    (501)             (18)
     Interest and debt expense                       135              249
     Non recurring warehouse
       reorganization expense                         --              254

     TOTAL COSTS, EXPENSES AND OTHER              (1,064)           4,635
                                                 -------          -------

 NET INCOME(LOSS)                                $ 2,427          $  (516)
                                                 =======          =======

Earnings(loss) Per Share
     Primary                                     $   .92          $  (.23)
                                                 =======          =======
     Fully Diluted                                   .58               --
                                                 =======          =======

Average common shares outstanding
     Primary                                       2,592            2,459
                                                 =======          =======
     Fully Diluted                                 4,211               --
                                                 =======          =======
</TABLE>


                                                                    Page 4 of 16
<PAGE>   5
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     Nine Months Ended
                                                     September 30,1997
                                                     -----------------

                                                   1997             1996
                                                   ----             -----
<S>                                              <C>               <C>
REVENUES                                         $ 10,638          $ 13,996
                                                 --------          --------

COSTS, EXPENSES, AND OTHER:
   Operating Expenses                               8,330            10,753
   Selling, general and
       administrative expenses                      2,449             3,116
   Gain on sale of securities                        (515)             (418)
   Gain on sale of Interpak                        (2,324)               --
   Equity in net (earnings) losses
       of affiliates                                 (107)              (22)
   Increase in underlying equity of
       Intersystems, Inc.                            (501)              (60)
   Interest  and debt expense                         568               675
   Provision for settlement of
       litigation                                      --               275
   Non recurrring warehouse
     reorganization expense                            --               254
                                                 --------          --------

     TOTAL COSTS, EXPENSES AND OTHER                7,900            14,573
                                                 --------          --------

INCOME (LOSS) FROM CONTINUING OPERATIONS            2,738              (577)

DISCONTINUED OPERATIONS OF AFFILIATE                   --              (168)
                                                 --------          --------

NET INCOME (LOSS)                                $  2,738          $   (745)
                                                 ========          ========

Primary Earnings Per Share:
  Continuing operations                          $   1.04          $   (.28)
  Discontinued operations                              --              (.07)
                                                 --------          --------
                                                 $   1.04          $   (.35)
                                                 ========          ========
Fully Diluted Earnings Per Share                 $    .66                --
                                                 ========          ========

Average common shares outstanding
   Primary                                          2,541             2,453
                                                 ========          ========
   Fully Diluted                                    4,160                --
                                                 ========          ========
</TABLE>



                                                                    Page 5 of 16
<PAGE>   6
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                                        September 30, 1997
                                                        ------------------
                                                       1997           1996
                                                      -------          -----
<S>                                                   <C>              <C>
Net cash provided by (used in )
   operating activities                               $  (424)         $ 343
                                                      -------          -----

Cash flows from investing activities:
     Proceeds from sale of Interpak Terminals           1,950             --
     Decrease in investments
         in and due from affiliates                        --            227
     Proceeds from sales of securities                    411             85
     Additions to property, plant and
         equipment                                         --           (480)
                                                      -------          -----
                                                        2,361           (168)
                                                      -------          -----

Cash flows from financing activities:
     Increase in due to affiliate                          --            406
     (Decrease) in notes payable
         and long-term debt                              (282)          (951)
                                                      -------          -----
                                                         (282)          (545)
                                                      -------          -----
NET INCREASE(DECREASE) IN CASH                          1,655           (370)

CASH BEGINNING OF PERIOD                                   61            434
                                                      -------          -----

CASH END OF PERIOD                                    $ 1,716          $  64
                                                      =======          =====

Cash paid during the period for:
   Interest                                           $   128          $ 305
   Taxes                                                   --              2
</TABLE>


                                                                    Page 6 of 16
<PAGE>   7
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997

Note 1.  Management believes the accompanying unaudited condensed consolidated
         financial statements of Helm Capital Group, Inc. and subsidiaries (the
         Company ) include all adjustments (consisting of only normal recurring
         accruals) required to present fairly the financial statements for the
         periods presented. The results of operations for any interim period are
         not necessarily indicative of the annual results of operations.

Note 2.  Primary earnings per share is computed by dividing earnings, after
         deducting the preferred stock dividend requirements of $31,600 and
         $94,800 in the three month and nine month periods, by the average
         common shares outstanding during each period. Fully diluted earnings
         per share for 1997 assumes conversion of series A and B 8% cumulative
         convertible preferred stock after adding back the preferred dividend
         requirements.

Note 3.  Summarized Financial Data (in thousands):
<TABLE>
<CAPTION>
Intersystems, Inc.                            Three Months Ended
(19% owned in 1997 and 24% in 1996)           September 30, 1997

                                             1997           1996
                                            ------         ------
<S>                                         <C>            <C>
REVENUES                                    $8,095         $5,855
                                            ------         ------

Operating expenses                           5,676          4,229
Selling, general and administrative
    expenses                                 1,746          1,394
Interest expense (net)                         352            166
                                            ------         ------

TOTAL COST AND EXPENSES                      7,774          5,789
                                            ------         ------

NET INCOME                                  $  321         $   66
                                            ======         ======
</TABLE>


                                                                    Page 7 of 16
<PAGE>   8
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1997


<TABLE>
<CAPTION>
                                                    Nine Months Ended
                                                    September 30, 1997
                                                    ------------------
                                                   1997            1996
                                                 -------         --------
<S>                                              <C>             <C>
REVENUES                                         $21,060         $ 14,826
                                                 -------         --------

Operating expenses                                14,177           10,453
Selling, general and administrative
   expenses                                        5,027            3,980
Settlement of note receivable-sale
   of trading business                                --               48
Interest expense (net)                             1,211              469
                                                 -------         --------

     TOTAL COST AND EXPENSES                      20,415           14,950
                                                 -------         --------

INCOME (LOSS) FROM CONTINUING OPERATIONS             645             (124)

DISCONTINUED OPERATIONS                               --             (730)
                                                 -------         --------

NET INCOME  (LOSS)                               $   645         $   (854)
                                                 =======         ========
</TABLE>



                                                                    Page 8 of 16
<PAGE>   9
Note 4.        Stockholders  Equity (in thousands)
<TABLE>
<CAPTION>
                                                                    Common Stock            Additional
                                         Preferred Stock          $ .01 par value              Paid
                                       Shares      Amount        Shares       Amount        in capital
                                       ------      ------        ------       ------        ----------
<S>                                    <C>         <C>           <C>          <C>           <C>
Balance
Jan. 1, 1997                            37          $--          2,501         $  25          $19,852

Preferred
stock received
from officers
in connection
with retirement
of debt                                 (6)          --                                          (322)

Common stock
issued                                  --           --            232             2              148
                                       ---          ---         ------         -----          -------

Balance
September 30, 1997                      31          $--          2,733         $  27          $19,678
                                       ---          ---         ------         -----          -------
</TABLE>

<TABLE>
<CAPTION>
                        Unrealized gain     Retained
                        on available for    Earnings       Treasury
                        sale securities     (Deficit)        Stock          Total
                        ---------------     ---------        -----          -----
<S>                     <C>                 <C>            <C>              <C>
Balance
January 1, 1997              $ 315          $(24,639)         $(29)         $(4,476)

Preferred
stock received
from officers
in connection
with retirement
of debt                         --                --            --             (322)

Common stock
issued                          --                --            --              150

Change in unrealized
gain on available
for sale securities           (315)               --            --             (315)

Net income                      --             2,738            --            2,738
                             -----          --------          ----          -------

Balance
September 30, 1997           $  --          $(21,901)         $(29)         $(2,225)
                             -----          --------          ----          -------
</TABLE>


                                                                    Page 9 of 16
<PAGE>   10
Note 5.

     On July 31, 1997, the Company's subsidiary, Interpak Holdings, Inc., sold
its Interpak Terminals units, located in Houston, Texas and Edison, New Jersey
to Katoen Natie N.V., a privately-held Belgium corporation, for a cash purchase
price of $2.2 million of which $250,000 is held in escrow until July 31, 2000.

     Interpak had sales of $1,363,000 for the month ended July 31, 1997;
$4,034,0000 for the quarter ended September 30, 1996; $10,608,000 for the seven
months ended July 31, 1997 and $13,842,000 for the nine months ended September
30, 1996.


Summarized Financial Data (in thousands):

Interpak, Inc.
<TABLE>
<CAPTION>
                                                                Three
                                                Month           Months
                                                Ended           Ended
                                               July 31,      September 30,

                                                1997             1996
                                               -------          -------
<S>                                            <C>              <C>
REVENUES                                       $ 1,363          $ 4,097
                                               -------          -------

Operating expenses                               1,295            3,062
Selling, general and administrative
    expenses                                       123              959
Equity in affiliates                                (8)              --
Non recurring warehouse reorganization
    expense                                         --              254
Interest expense                                    41              132
                                               -------          -------

TOTAL COST AND EXPENSES                          1,451            4,407
                                               -------          -------

NET INCOME (LOSS)                              $   (88)         $  (310)
                                               =======          =======
</TABLE>



                                                                   Page 10 of 16
<PAGE>   11
Summarized Financial Data (in thousands):

Interpak, Inc.
<TABLE>
<CAPTION>
                                                 Seven            Nine
                                                 Months           Months
                                                 Ended            Ended
                                                July 31,       September 30,

                                                 1997              1996
                                               --------          --------
<S>                                            <C>               <C>
REVENUES                                       $ 10,608          $ 13,904
                                               --------          --------

Operating expenses                                8,330            10,885
Selling, general and administrative
   expenses                                       1,947             2,709
Equity in affiliates                                (58)              (66)
Expense related to settlement of
  lawsuit                                            --               254
Non recurring warehouse reorganization
  expense                                            --               250
Interest expense (net)                              294               345
                                               --------          --------

TOTAL COST AND EXPENSES                          10,513            14,377
                                               --------          --------

NET INCOME (LOSS)                              $    (95)         $   (473)
                                               ========          ========
</TABLE>



                                                                   Page 11 of 16
<PAGE>   12
Note 6.

     During the three months ended September 30, 1996 an officer of the company
purchased 25,000 shares of common stock of Unapix Entertainment, Inc. and 40,000
shares of common stock of Professional Financial Services, Inc. from the
Company, at market value. The purchase price was paid by surrender of $200,000
principal amount of senior subordinated notes due to him. The Company realized a
gain from the transaction of $177,000 which is included in gain on sale of
securities. In addition, the Company sold 10,000 shares of Intersystems common
stock for a gain of $15,000.

     During the nine months ended September 30, 1996, the Company sold 65,000
shares of Intersysytems common stock at a gain of $106,000 and had an additional
gain of $79,000 from the sales of 17,152 common shares of Professional Financial
Services, Inc. , 4,783 common shares of Unapix Entertainment, Inc., 14,350
common shares of Intersystems and 86,098 warrants, which expire in 2006, to
purchase a like number of shares of Helm common stock at $1.25 per share, all at
market value to another officer of the company in exchange for $91,250 principal
amount of 8% debentures and accrued interest thereon of $16,203.

     During the three months ended September 30, 1997, The Company sold 8,200
shares of Unapix common stock at a gain of $37,000.

     During the nine months ended September 30, 1997, the Company sold 79,400
shares of Unapix common stock at a gain of $415,000 and 70,060 shares of
Intersystems common stock issued at market to Intersystems in partial payment of
advances at a gain of $100,000.



Note 7.

      On October 30, 1997 the Company commenced an exchange offer to exchange
its outstanding 12% debentures, $1,650,000 principal amount outstanding, for 
9 1/2% senior convertible notes due December 31, 2001 of Mezzanine Financial
Corp. (Mezzanine), a newly formed wholly owned subsidiary of Helm. Mezzanine was
created to engage in the business of providing capital in high yield debt
situations of mid-market companies and to provide asset-based lending directly
to or in participation with other commercial lenders. One-half of the new notes
will be convertible into

                                                                   Page 12 of 16
<PAGE>   13
shares of Helm common stock, at $1.25 per share, and one-half into shares of
Intersystem, Inc. common stock owned by Helm, at $2.75 per share.


Item 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996

     Net income for the three months ended September 30, 1997 was $2,427,000
compared to a loss of $516,000 for the similar period in 1996. The net change of
$2,943,000 is primarily attributable to two factors-a gain on the sale of the
Interpak Terminals operations of $2,324,00 and $501,000 representing the
Company's share of the increase in the underlying equity of Intersystems, Inc.
The decreases in sales, operating expenses, general and administrative expenses,
interest and warehouse reorganization expense relates to Interpak Terminals
which is included in the 1997 period through July 31(date of sale) as compared
to the full quarter for the 1996 period (see note 5).

NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996

     Income from continuing operations for the nine months ended September 30,
1997 was $2,738,000 compared to a loss of $577,000 for the nine month period of
1996 or a net change of $3,315,000. The net change is attributable to a gain on
the sale of Interpak Terminals of $2,324,000, $501,000 representing the
Company's share of the increase in the underlying equity of Intersystems, Inc.
and a net change in the income of Interpak terminals of $568,000. The decreases
in sales, operating expenses, general and administrative expenses, interest,
provision for settlement of liquidation and warehouse reorganization expense
relates to Interpak Terminals which is included for seven months in the 1997
period and for nine months in the 1996 period (see note 5).


                                                                   Page 13 of 16
<PAGE>   14
Impact of Inflation

     Inflation has not had a significant impact on the Company s operations.

Liquidity and Capital Resources

     Operating activities used cash of $424,000. The sale of Interpak provided
$1,950,000, 411,000 was received from sales of securities and $282,000 was used
to repay debt all of which provided a net increase in cash of $1,655,000.

     Future liquidity sources for the parent company will consist of
reimbursement of general and administrative expenses from subsidiaries and
affiliates, and possible sales of investment securities. On a longer term basis,
the Company maybe required to seek additional liquidity through debt and equity
offerings of the Company and/or its subsidiaries or affiliates.


                                                                   Page 14 of 16
<PAGE>   15
                                     PART II

Item 5.    Other Information

     On July 31, 1997, the Company's subsidiary, Interpak Holdings, Inc., a
Delaware corporation, completed the sale of all of the capital stock of its
subsidiaries, Interpak Terminals, Inc., a Delaware corporation doing business in
New Jersey, and Interpak Terminals, Inc., a Texas corporation doing business in
Houston, to Katoen Natie U.S.A., Inc., a domestic subsidiary of a privately-held
Belgium corporation, for a $2.2 million cash purchase price.

     Interpak is a provider of custom packaging and distribution services to
manufacturers of thermoplastic resins. For the years ended December 31, 1996 and
1995, Interpak had revenues of $18,065,361 and $15,066,502, respectively. On a
consolidated basis, Interpak's revenues constitute substantially all of the
revenues reported by Helm, and Interpak's assets constitute a significant
percentage of Helm's assets.


                                                                   Page 15 of 16
<PAGE>   16
                                   SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.





                                        HELM CAPITAL GROUP , INC.






November 14, 1997                        /s/ Daniel T. Murphy
                                        ---------------------

                                        Daniel T. Murphy
                                        Executive Vice President
                                        Chief Accounting and
                                        Financial Officer


                                                                   Page 16 of 16