<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB


                   Quarterly Report Under Section 13 or 15 (b)
                     of the Securities Exchange Act of 1934


                        For Quarter Ended: June 30, 1998

                         Commission File Number: 1-8292

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



Delaware                                                   59-0786066

State or other jurisdiction of                            IRS Employer
Incorporation or organization                          Identification No.


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

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

         Indicate by check mark whether the registrants (1) has filed all
reports required to be filed by section 13 of 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 August 12, 1998, there were 3,829,000 shares of the Company's common
stock, par value $.01 per share, outstanding.



                                                                    Page 1 of 14
<PAGE>   2

                         PART I - FINANCIAL INFORMATION
                      HELM CAPITAL GROUP, AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 1998

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
ASSETS

CURRENT ASSETS:
<S>                                     <C>   
Cash and cash equivalents               $   26
Loan receivable from affiliates          1,586
Prepaid expenses                            23
Due from affiliates                         83
Due from officer                            50
Other                                       18
                                        ------

         TOTAL CURRENT ASSETS            1,786

Investments in Affiliates                1,114

Other Assets                                27

Cash Held in Escrow, Less Reserve          125
                                        ------
                                        $3,052
                                        ======
</TABLE>




                                                                    Page 2 of 14
<PAGE>   3

                      HELM CAPITAL GROUP, AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 1998

                                 (IN THOUSANDS)
                                   (UNAUDITED)



<TABLE>
LIABILITIES AND SHAREHOLDERS' (DEFICIENCY)
CURRENT LIABILITIES:
<S>                                      <C>    
Accrued interest                         $   120
Accrued expenses                             572
                                         -------
         TOTAL CURRENT LIABILITIES           692
                                                
Subordinated Debentures                    2,770
                                                
Accrued Expenses Payable in
     Common Stock                            575
                                         
Loan from affiliate                          250
                                             
Other Liabilities                             36
                                         -------
         TOTAL LIABILITIES                 4,323
                                           
SHAREHOLDERS DEFICIENCY (NOTE 4)          (1,271)
                                         -------
                                         $ 3,052
                                                  
                                         =======
</TABLE>





                                                                    Page 3 of 14
<PAGE>   4
                      HELM CAPITAL GROUP, AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               June 30,

                                                           1998           1997
                                                         -------        -------
<S>                                                      <C>            <C>    
REVENUES                                                 $    78        $     6
                                                         -------        -------

COSTS, EXPENSES, AND OTHER:
     Selling, general and administrative expenses             36             95
     Gain on sale of securities                              (20)          (171)
     Equity in net (earnings) losses of affiliates           (21)           (42)
     Interest and debt expense                                73             90
                                                         -------        -------
       TOTAL COSTS, EXPENSES AND OTHER                        68            (28)
                                                         -------        -------

INCOME (LOSS) FROM
   CONTINUING OPERATIONS                                      10             34

DISCONTINUED OPERATIONS                                     --               92
                                                         -------        -------
NET (LOSS) INCOME                                        $    10        $   126
                                                         =======        =======

Earnings Per Share - Basic and Diluted
     Continuing operations                               $  (.01)       $  --
     Discontinued operations                                --              .04
                                                         -------        -------
                                                         $  (.01)       $   .04
                                                         =======        =======

Average common shares outstanding                          3,729          2,522
                                                         =======        =======
</TABLE>






                                                                    Page 4 of 14
<PAGE>   5
                      HELM CAPITAL GROUP, AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Six Months Ended
                                                               June 30,

                                                          1998           1997
                                                         -------        -------
<S>                                                      <C>            <C>    
REVENUES                                                 $   158        $    30
                                                         -------        -------

COSTS, EXPENSES, AND OTHER:
     Selling, general and administrative expenses             80            205
     Gain on sale of securities                              (20)          (478)
     Equity in net (earnings) losses of affiliates           (30)            (6)
     Interest and debt expense                               128            181
     Other                                                   (34)          --
                                                         -------        -------

       TOTAL COSTS, EXPENSES AND OTHER                       124            (98)
                                                         -------        -------

INCOME FROM CONTINUING OPERATIONS                             34            128

DISCONTINUED OPERATIONS                                       40            183
                                                         -------        -------

NET INCOME                                               $    74        $   311
                                                         =======        =======

Earnings Per Share - Basic and Diluted
     Continuing operations                               $  (.01)       $   .03
     Discontinued operations                                 .01            .07
                                                         -------        -------
                                                         $  --          $   .10
                                                         =======        =======

Average common shares outstanding                          3,725          2,517
                                                         =======        =======
</TABLE>





                                                                    Page 5 of 14
<PAGE>   6
                      HELM CAPITAL GROUP, AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                           Six Months Ended
                                                                June 30,
 
                                                          1998           1997
                                                         -------        -------
<S>                                                      <C>            <C>     
Net cash used by operating activities                    $   (57)       $  (212)
                                                         -------        -------

Cash flows from investing activities:
         Loans originated                                 (1,276)          --
         Loan repaid                                         650           --
         Investment in affiliate                            (100)          --
         Repayment of loan to officer                         62           --
         Loan to officer                                    (125)          --
         Proceeds from sales of securities                  --              374
                                                         -------        -------
                                                            (789)           374
                                                         -------        -------
Cash flows from financing activities:
         Increase (decrease) in notes payable and
              long-term debt                                --             (171)
         Loan from affiliate                                 250           --
                                                         -------        -------
                                                             250           (171)
                                                         -------        -------
NET (DECREASE) IN CASH                                      (596)            (9)

CASH BEGINNING OF PERIOD                                     622             61
                                                         -------        -------

CASH END OF PERIOD                                       $    26        $    52
                                                         =======        =======

Supplemental disclosure of cash flow information:
         Cash paid for taxes                             $    65        $  --
                                                         =======        =======

Noncash transactions:
         Repayment of officer's note receivable by
              exchange of preferred stock                $   175           --
         Exchange of debentures for
              Intersystem common stock                        30           --
</TABLE>



                                                                    Page 6 of 14
<PAGE>   7
                      HELM CAPITAL GROUP, AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1998


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 - Earnings (Loss) Per Share

         Effective for the year ended December 31, 1997, the Company adopted
         Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
         Per Share" ("SFAS 128"). In accordance with SFAS 128, the Company is
         required to provide basic and dilutive earnings (loss) per common share
         information.

         The basic earnings (loss) per common share is computed by dividing the
         net income (loss) available to common shareholders by the weighted
         average number of common shares outstanding.

         Diluted earnings (loss) per common share is computed by dividing the
         net income (loss) available to common shareholders, adjusted on an as
         if converted basis, by the weighted average number of common shares
         outstanding plus potential dilutive securities.

         For the three months ended June 30, 1998 and 1997, potential dilutive
         securities had an anti-dilutive effect and accordingly were not
         included in the calculation of diluted earnings (loss) per common
         share.



                                                                    Page 7 of 14
<PAGE>   8
The following illustrates the components of income (loss) from continuing
operations utilized in the computation of earnings (loss) per share (in
thousands):


<TABLE>
<CAPTION>
                                                 Three Months              Six Months
                                                 Ended June 30,           Ended June 30,

                                               1998         1997         1998         1997
                                               -----        -----        -----        -----
<S>                                            <C>          <C>          <C>          <C>  
Income (loss) from continuing operations       $  10        $  34        $  34        $ 128

Dividends on preferred stock                     (30)         (30)         (60)         (60)
                                               -----        -----        -----        -----

Numerator for basic and diluted income
(loss) from continuing operations              $ (20)       $   4        $ (26)       $  68
                                               =====        =====        =====        =====
</TABLE>



          For the three and six months ended June 30, 1998 and 1997, certain
securities were not included in the calculation of diluted earnings because of
their anti-dilutive effect, those securities are as follows (in thousands):


<TABLE>
<CAPTION>
                                          Three Months           Six Months
                                          Ended June 30,        Ended June 30,

                                        1998        1997        1998        1997
                                       Shares      Shares      Shares      Shares
                                       -------     -------     -------     -------
<S>                                      <C>         <C>         <C>         <C>  
Stock options                              375          90         375          90
Stock warrants                             136         136         136         136
Shares issuable on conversion of
     preferred shares                    1,591       1,713       1,591       1,699
Shares issuable on conversion of
     Subordinated debentures               798         258         798         178
                                       -------     -------     -------     -------
                                         2,900       2,197       2,900       2,103
                                       =======     =======     =======     =======
</TABLE>



          The adoption of SFAS 128 had no effect on net loss per common share
for the three and six months ended June 30, 1997, accordingly, no restatement
was necessary.



                                                                    Page 8 of 14
<PAGE>   9
Note 3.   Summarized Financial Data (in thousands):

<TABLE>
<CAPTION>
Intersystems, Inc.                                Three Months Ended
------------------
(16% owned in 1998 and 19% in 1997)                     June 30,
 
                                                    1998         1997
                                                   ------       ------
<S>                                                <C>          <C>   
NET SALES                                          $9,803       $7,481
                                                   ------       ------

Cost of sales                                       7,226        4,950
Selling, general and administrative expenses        1,932        1,703
Interest expense (net)                                434          525
                                                   ------       ------

TOTAL COST AND EXPENSES                             9,592        7,178
                                                   ------       ------

NET INCOME                                         $  211       $  303
                                                   ======       ======
</TABLE>


<TABLE>
<CAPTION>
Intersystems, Inc.                                  Six Months Ended
------------------
(16% owned in 1998 and 19% in 1997)                     June 30,

                                                    1998          1997
                                                   -------       -------
<S>                                                <C>           <C>    
NET SALES                                          $17,990       $12,965
                                                   -------       -------

Cost of sales                                       13,013         8,501
Selling, general and administrative expenses         3,702         3,282
Interest expense (net)                                 835           859
                                                   -------       -------

TOTAL COST AND EXPENSES                             17,550        12,642
                                                   -------       -------

NET INCOME                                         $   440       $   323
                                                   =======       =======
</TABLE>





                                                                    Page 9 of 14
<PAGE>   10
Note 4.   Stockholders Equity (in thousands)

<TABLE>
<CAPTION>
                                                           Common          Stock     Additional
                         Preferred          Stock        $.01 par          value        Paid in
                            Shares         Amount          Shares         Amount        Capital
<S>                       <C>            <C>             <C>           <C>            <C>     
Balance                         33        $   --            3,703       $     37       $ 20,848
Jan. 1, 1998

Preferred stock
received from
officers in
connection with
retirement of debt              (3)           --             --             --             (175)

Common stock issued
                              --              --               27           --             --
                          --------        --------       --------       --------       --------
Balance
June 30, 1998                   30        $   --            3,730       $     37       $ 20,673
                          ========        ========       ========       ========       ========
</TABLE>



<TABLE>
<CAPTION>
                                  Retained
                                  Earnings
                                  (Deficit)      Treasury Stock     Total
<S>                               <C>             <C>             <C>      
Balance                           $(22,026)       $    (29)       $ (1,170)
January 1, 1998


Preferred stock received
from officers in connection
with retirement of debt
                                      --              --              (175)

Net income                              74            --                74
                                  --------        --------        --------
Balance
June 30, 1998                     $(21,952)       $    (29)       $ (1,271)
                                  ========        ========        ========
</TABLE>


                                                                   Page 10 of 14
<PAGE>   11
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.

     The results of Interpak have been classified as discontinued operations in
the accompanying financial statements as follows (in thousands):

<TABLE>
<CAPTION>
                                                Three Months    Six Months
                                                    Ended          Ended
                                                June 30, 1997  June 30, 1997
<S>                                                <C>            <C>    
REVENUES                                           $ 4,626        $ 9,246
                                                   -------        -------

Operating expenses                                   3,475          7,037
Selling, general and administrative expenses           948          1,822
Equity in affiliates                                   (24)           (49)
Interest expense                                       135            253
                                                   -------        -------

TOTAL COST AND EXPENSES                              4,534          9,063
                                                   -------        -------

NET INCOME                                         $    92        $   183
                                                   =======        =======
</TABLE>


     In the first quarter of 1998 the Company received additional proceeds of
$40,000 upon settlement of an Interpak liability.

     In July 1998, the purchaser asserted claims for indemnification under the
purchase agreement in the amount of $690,000. The company has disputed the
claims and is in the process of reviewing the items included in the claim. After
review and discussion, the purchase agreement provides for an arbitration
proceeding to determine the outcome of unresolved items.

     At the closing of the transaction, $250,000 of the purchase price was held
in escrow and $125,000 was reserved against it for possible claims.





                                                                   Page 11 of 14
<PAGE>   12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTH PERIODS ENDED June 30, 1998 AND 1997

          Revenues of $78,000 in the 1998 period consisted of interest income
from lending activities compared to $6,000 in 1997 which consisted of
participating interests in seismic data sales. Future revenues are expected to
be derived primarily from the Company's focus on financial services.

     General and administrative expenses decreased by $59,000 (63%) in 1998
primarily due to reductions in salary expense.

     Gain on sale of securities of $20,000 is a gain on Intersystems common
stock issued at market value to retire $30,000 principal amount of 8%
convertible subordinated debentures held by two officers of the Company. The
gain of $171,000 in 1997 represents a gain from the sale of 16,000 shares of
Unapix common stock and 50,000 shares of Intersystems common stock issued at
market to Intersystems in partial payment of advances payable.

     Income from discontinued operations relates to Interpak Terminals as
described in note 5.


SIX MONTH PERIODS ENDED June 30, 1998 AND 1997

     Revenues of $158,000 in the 1998 period consisted of interest income from
lending activities compared to $30,000 in 1997 which consisted of participating
interests in seismic data sales. Future revenues are expected to be derived
primarily from the Company's focus on financial services.

     General and administrative expenses decreased by $125,000 (61%) in 1998 due
to reductions in salary expense.

     Gain on sale of securities in 1998 is the gain described above for the
three months ended June 30, 1998. The gain in 1997 includes the gains described
above for the three months ended June 30, 1997 and a gain of $307,000 from the
sale of 71,200 shares of Unapix common stock in the first quarter of 1997.

     Interest and debt expense decreased by $53,000 (29%) from $181,000 in 1997
to $128,000 in 1998 due to reductions in outstanding debt.

     Other income in 1998 consists primarily of royalty income from an
affiliate.

     Income from discontinued operations relates to Interpak Terminals. In July
1998 the purchaser of Interpak Terminals asserted claims for indemnification
under the purchase agreement - see Note 5.


                                                                   Page 12 of 14
<PAGE>   13
Impact of Inflation

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

Liquidity and Capital Resources

     Operating activities used cash of $57,000. Another $789,000 was used for
investing activities, primarily for loans, and $250,000 was provided by loans
from affiliates. The net activity reduced the beginning cash balance of $622,000
by $596,000 resulting in cash at June 30, 1998 of $65,000.

     Future liquidity sources will consist of interest income from lending
activities, reimbursement of general and administrative expenses from
subsidiaries and affiliates, and possible sales of investment securities. On a
longer term basis, the Company may be required to seek additional liquidity
through debt and equity offerings of the Company and/or its subsidiaries or
affiliates.



                                                                   Page 13 of 14
<PAGE>   14
                                   SIGNATURES


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







                                            HELM CAPITAL GROUP, INC.



Date:     August 12, 1998                   /s/ Daniel T. Murphy
                                            --------------------

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

                                                                   Page 14 of 14