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

                                 FORM 10-QSB/A-1

            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 of 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 14
<PAGE>   2
                                EXPLANATORY NOTE



Helm Capital Group, Inc. is amending its Form 10-QSB for the period ended
September 30, 1997 to present Interpak Terminals as a discontinued operation. In
its previous filing, the Company, upon the advice of its independent auditors,
included the sale of Interpak Terminals as a normal operating item.



                                                                   Page 2 of 14
<PAGE>   3
                         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 3 of 14
<PAGE>   4
                    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 4 of 14
<PAGE>   5
                    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        1996
                                                         ---------   ---------
<S>                                                      <C>         <C>      
REVENUES                                                 $       -   $      22
                                                         =========   =========

COSTS, EXPENSES AND OTHER
   Selling, general and administrative expenses                296          97
   Gain on sale of securities                                  (37)       (192)
   Equity in net (earnings) of affiliates                      (43)        (30)
   Increase in underlying equity of Intersystems, Inc.        (501)        (18)
   Interest and debt expense                                    94         117
                                                         ---------   ---------

      TOTAL COSTS, EXPENSES AND OTHER                         (191)        (26)
                                                         ---------   ---------

INCOME FROM CONTINUING OPERATIONS                              191          48

DISCONTINUED OPERATIONS
   Income (loss) from operations of Interpak                   (88)       (564)
   Gain on disposal of Interpak, net of income
      taxes of $65                                           2,324           -
                                                         ---------   ---------
                                                             2,236        (564)
                                                         =========   =========

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

Primary Earnings Per Share:
   Continuing Operations                                 $     .06   $       -
   Discontinued Operations                                     .86        .(23)
                                                         ---------   ---------
                                                         $     .92   $    .(23)
                                                         =========   =========

Fully Diluted Earnings Per Share:
   Continuing Operations                                 $     .05   $       -
   Discontinued Operations                                     .55           -
                                                         ---------   ---------
                                                         $     .60   $       -
                                                         =========   =========

Average Common Shares Outstanding:

   Primary                                                   2,592       2,459
                                                         =========   =========
   Fully Diluted                                             4,211           -
                                                         =========   =========
</TABLE>


                                                                   Page 5 of 14
<PAGE>   6
                    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        1996
                                                         ---------   ---------

<S>                                                      <C>         <C>      
REVENUES                                                 $      30   $      92
                                                         =========   =========

COSTS, EXPENSES AND OTHER
   Selling, general and administrative expenses                502         366
   Gain on sale of securities                                 (515)       (418)
   Equity in net (earnings) of affiliates                      (49)        (22)
   Increase in underlying equity of Intersystems, Inc.        (501)        (60)
   Interest and debt expense                                   274         330
                                                         ---------   ---------

      TOTAL COSTS, EXPENSES AND OTHER                         (289)       (196)
                                                         ---------   ---------

INCOME (LOSS) FROM CONTINUING OPERATIONS                       319        (104)

DISCONTINUED OPERATIONS
   Equity portion of investment gain (loss) on
      discontinued operations                                    -        (168)
   Income (loss) from operations of Interpak                    95        (473)
   Gain on disposal of Interpak, net of income
      taxes of $65                                           2,324           -
                                                         ---------   ---------
                                                             2,419        (641)
                                                         =========   =========

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

Primary Earnings Per Share:
   Continuing Operations                                 $     .09   $    (.28)
   Discontinued Operations                                     .95        (.07)
                                                         ---------   ---------
                                                         $    1.04   $    (.35)
                                                         =========   =========

Fully Diluted Earnings Per Share:
   Continuing Operations                                 $     .08   $       -
   Discontinued operations                                     .58           -
                                                         ---------   ---------
                                                         $     .66   $       -
                                                         =========   =========

Average Common Shares Outstanding:
   Primary                                                   2,541       2,453
                                                         =========   =========
   Fully diluted                                             4,160           -
                                                         =========   =========
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                             September 30,
                                                         ---------------------
                                                           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 7 of 14
<PAGE>   8
                     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        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 8 of 14
<PAGE>   9
                     HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                SEPTEMBER 30, 1997


<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                                              September 30,
                                                         ---------------------
                                                           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 9 of 14
<PAGE>   10
                     HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 January 1, 1997          37       $    -         2,501        $  25        $ 19,852
                                                                                 
Preferred stock received                                                         
  from officers in                                                               
  connection with retire-                                                        
  ment 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 con-                                                      
  nection 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 10 of 14
<PAGE>   11
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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.


Summarized Financial Data (in thousands)

Interpak, Inc.

<TABLE>
<CAPTION>
                                                                         Three
                                                     Month Ended  Months Ended
                                                        July 31,  September 30,
                                                            1997          1996
                                                      ----------     ---------

<S>                                                   <C>            <C>      
REVENUES                                              $    1,363     $   4,097

TOTAL COST AND EXPENSES                                    1,451         4,661
                                                      ----------     ---------

NET INCOME (LOSS)                                     $      (88)    $    (564)
                                                      ==========     =========
</TABLE>

<TABLE>
<CAPTION>
                                                    Seven Months    Nine Months
                                                           Ended          Ended
                                                        July 31,  September 30,
                                                            1997           1996
                                                      ----------      ---------
                                                                  
<S>                                                   <C>             <C>      
REVENUES                                              $   10,608      $  13,904
                                                                  
TOTAL COST AND EXPENSES                                   10,513         14,377
                                                      ----------      ---------
                                                                  
NET INCOME (LOSS)                                     $       95      $    (473)
                                                      ==========      =========
</TABLE>


                                                                   Page 11 of 14
<PAGE>   12
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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 Intersystems common stock at a gain of 4106,000 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 a 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 39, 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 shares of Helm common stock, at $1.25 per share, and one-half into
         shares of Intersystems, Inc. common stock owned by Helm, at $2.75 per
         share.



                                                                   Page 12 of 14
<PAGE>   13
                     HELM CAPITAL GROUP, INC. AND SUBSIDIARIES





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 $2,324,000 and $501,000 representing the
Company's share of the increase in the underlying equity of Intersystems, Inc.

NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996

      Income from continuing operations for the nine months ended September 30,
1997 was $319,000 compared to a loss of $104,000 for the nine month period of
1996 or a net change of $423,000 which is primarily attributable to the
Company's share of the increase in the underlying equity of Intersystems, Inc.
Discontinued operations had income of $2,419,000 in the 1997 period and a loss
of $641,000 in the 1996 period, the primary difference being a gain of
$2,324,000 on the sale of Interpak Terminals. Interpak had operating income of
$95,000 in 1997 through July 31, the date of sale and an operating loss of
$473,000 for the nine months ended September 30, 1996.

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 13 of 14
<PAGE>   14
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES



                                     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.


                                    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 thereunto duly authorized.

                                         HELM CAPITAL GROUP, INC.




April 13, 1998                           /s/ Daniel T. Murphy
                                         --------------------------------------
                                         Daniel T. Murphy
                                         Executive Vice President
                                         Chief Accounting and Financial Officer



                                                                   Page 14 of 14