<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: September 30, 1999
                                        --------------------

                         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 November 12, 1999, there were 3,779,000 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, INC., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                               SEPTEMBER 30, 1999

                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
ASSETS
------
<S>                                                                 <C>
CURRENT ASSETS:
Cash and cash equivalents                                           $      16
Notes receivable and advances from affiliates                           2,350
Prepaid expenses                                                           24
Due from related party                                                    113
Other                                                                      25
                                                                       ------
         TOTAL CURRENT ASSETS                                           2,528

INVESTMENTS IN AFFILIATES                                                 638

OTHER ASSETS                                                               52
                                                                       ------

                                                                       $3,218
                                                                       ======

</TABLE>




                                                                    PAGE 2 OF 14
<PAGE>   3
                   HELM CAPITAL GROUP, INC., AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                               SEPTEMBER 30, 1999

                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>

LIABILITIES AND SHAREHOLDERS'
-----------------------------
(DEFICIENCY)
------------
<S>                                                                 <C>
CURRENT LIABILITIES:
Accrued expenses                                                    $     654
Advances due to affiliates                                                 63
Notes due to related parties                                              370
Current portion of subordinated debentures                              1,220
Bank loan                                                                 480
                                                                    ---------
         TOTAL CURRENT LIABILITIES                                      2,787

SUBORDINATED DEBENTURES                                                 1,450

ACCRUED EXPENSES PAYABLE IN
     COMMON STOCK                                                         575

OTHER LIABILITIES                                                          35
                                                                    ---------
         TOTAL LIABILITIES                                              4,847

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' CAPITAL (DEFICIT):
         Preferred stock, $.01 par value: shares
authorized 5,000; issued and outstanding 29 shares                          -
         Common stock, $.01 par value: shares
authorized 15,000; issued 3,779 shares                                     38
         Additional paid-in capital                                    20,723
         Deficit                                                      (22,361)
                                                                    ---------
                                                                       (1,600)

Less: 6 shares of treasury stock, at cost                                 (29)
                                                                    ---------
TOTAL SHAREHOLDERS' CAPITAL (DEFICIT)                                  (1,629)
                                                                    ---------
                                                                    $   3,218
                                                                    =========
</TABLE>



                                                                    PAGE 3 OF 14
<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,


                                                                         1999            1998
                                                                         ----            ----

<S>                                                                   <C>             <C>
REVENUES                                                                 $ 71            $ 67
                                                                         ----            ----

COSTS, EXPENSES, AND OTHER:
     Selling, general and administrative expenses                         48               43
     Gain on sale of securities                                         (196)             (74)
     Equity in net (earnings) losses of affiliates                        32               17
     Interest and debt expense                                            67               62
                                                                          --               --

       TOTAL COSTS, EXPENSES AND OTHER                                   (49)              48
                                                                         ---               --

NET INCOME                                                             $ 120             $ 19
                                                                       ======            ====

Earnings Per Share - Basic and Diluted                                 $ .02              $ -
                                                                       =====              ===

Average common shares outstanding                                      3,779            3,796
                                                                       ======           =====
</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>
                                                                           Nine Months Ended
                                                                              September 30,


                                                                         1999            1998
                                                                         ----            ----


<S>                                                                      <C>            <C>
REVENUES                                                                 $186           $ 225
                                                                         ----           -----

COSTS, EXPENSES, AND OTHER:
     Selling, general and administrative expenses                         146             123
     Gain on sale of securities                                         (196)            (94)
     Equity in net (earnings) losses of affiliates                        140            (13)
     Interest and debt expense                                            217             190
     Other                                                                  -             (34)
                                                                         ----           -----

       TOTAL COSTS, EXPENSES AND OTHER                                   307             172
                                                                         ----           -----

INCOME (LOSS)  FROM
   CONTINUING OPERATIONS                                                (121)              53

DISCONTINUED OPERATIONS                                                    -               40

CUMULATIVE EFFECT OF CHANGE
   IN ACCOUNTING PRINCIPLE                                               (20)               -
                                                                         ----           -----

NET (LOSS) INCOME                                                     $ (141)            $ 93
                                                                      =======            ====

Earnings Per Share - Basic and Diluted
     Continuing operations                                            $ (.06)         $ (.01)
     Discontinued operations                                               -             .01
     Cumulative effect of change in
         accounting principle                                              -               -
                                                                         ----           -----
                                                                       $ (.06)        $    -
                                                                       =======         ======

Average common shares outstanding                                       3,779           3,748
                                                                        =====           =====
</TABLE>




                                                                    PAGE 5 OF 14
<PAGE>   6
                    HELM CAPITAL GROUP, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                        Nine Months Ended
                                                                          September 30,


                                                                       1999            1998
                                                                       ----            ----

<S>                                                                   <C>               <C>
Net cash used by operating activities                                 $ (112)           $(76)
                                                                      ------            ----

Cash flows from investing activities:
         Loans originated                                               -             (1,951)

         Loan repaid                                                    -                 650

         Investment in affiliate                                        -               (100)

         Repayment of loan to officer                                   -                  62

         Loan to officer                                                -               (125)

         Proceeds from sale of securities                               196              100
                                                                        ---              ---
Cash flows from financing activities:                                   196            (1364)
                                                                        ---            -----
         Increase (decrease) in notes payable
            and long term debts                                         (20)             500
         Loan (to) from affiliate                                       (63)             360
                                                                        ---              ---
                                                                        (83)             860
                                                                        ---              ---

NET (DECREASE) IN CASH                                                    1             (580)

CASH BEGINNING OF PERIOD                                                 15              622
                                                                         --              ---

CASH END OF PERIOD                                                     $ 16             $ 42
                                                                       ====             ====

Supplemental disclosure of cash flow information:
         Cash paid for taxes                                            $ -             $ 65
                                                                        ====            ====
         Cash paid for interest                                         $ 91            $ 75
                                                                        ====            ====

Noncash transactions:
         Repayment of officer's note receivable by                      $ -             $175
              exchange of preferred stock
         Exchange of debentures for                                       -              230
              Intersystem common stock

</TABLE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1999


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

        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.


                                                                    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                     Nine Months
                                                           Ended September  30,             Ended September 30,


                                                                1999            1998           1999            1998
                                                                ----            ----           ----            ----

<S>                                                            <C>           <C>            <C>             <C>
Income (loss) from continuing operations                       $ 120             $19         $(121)            $ 53

Dividends on preferred stock                                    (30)            (30)           (90)            (90)
                                                                ---             ---            ---             ---

Numerator for basic and diluted income
(loss) from continuing operations                              $ 90           $ (11)         $(211)          $ (37)
                                                               ====           =====          =====           =====
</TABLE>




          For the three and nine months ended September 30, 1999 and 1998,
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                    Nine Months
                                                            Ended September  30,            Ended September 30,


                                                                1999            1998           1999            1998
                                                               Shares          Shares         Shares          Shares
                                                               ------          ------         ------          ------

<S>                                                           <C>             <C>            <C>             <C>
Stock options                                                    467             375            447             375
Stock warrants                                                   299             136            299             136
Shares issuable on conversion of
     preferred shares                                          1,585           1,585          1,585           1,585
Shares issuable on conversion of
     Subordinated debentures                                     753             736            753             736
Shares issuable on conversion of
     promissory notes                                            300              -             300               -
                                                               -----           -----          -----           -----
                                                               3,404           2,832          3,384           2,832
                                                               =====           =====          =====           =====
</TABLE>

                                                                    PAGE 8 OF 14

<PAGE>   9
Note 3.   Summarized Financial Data (in thousands):

<TABLE>
<CAPTION>
Intersystems, Inc.                                  Three Months                    Nine Months
(15% owned in 1999 and 15% in 1998)                 Ended September 30,             Ended September 30,

                                                      1999            1998            1999             1998
                                                    --------        --------        --------         --------
<S>                                                 <C>             <C>             <C>              <C>
REVENUES                                            $  8,906        $  8,599        $ 24,033         $ 26,589
                                                    --------        --------        --------         --------

Operating expenses                                     6,391           6,297          16,795           19,310
Selling, general and administrative expenses           1,884           1,868           5,586            5,570
Interest expense (net)                                   530             414           1,541            1,249
                                                    --------        --------        --------         --------

TOTAL COST AND EXPENSES                                8,805           8,579          23,922           26,129
                                                    --------        --------        --------         --------

Income from operations                                   101              20             111              460

Cumulative effect of change in
   accounting principle                                   --              --            (133)              --
                                                    --------        --------        --------         --------

Net Income (loss)                                   $    101        $     20        $    (22)        $    460
                                                    ========        ========        ========         ========
</TABLE>



Note 4.   Stockholders (Deficit) (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                        29        $ --          3,779        $    38        $20,723
Jan. 1, 1999


Net Loss                       --          --             --             --             --
                              ---        ----          -----        -------        -------

Balance
September 30, 1999             29        $ --          3,779        $    38        $20,723
                              ===        ====          =====        =======        =======
</TABLE>




                                                                    PAGE 9 OF 14
<PAGE>   10
<TABLE>
<CAPTION>
                                   Retained
                                   Earnings          Treasury
                                   (Deficit)           Stock             Total
                                   ---------           -----             -----
<S>                                <C>               <C>               <C>
Balance
January 1, 1999                    $(22,220)         $    (29)         $ (1,488)


Net loss                               (141)               --              (141)
                                   --------          --------          --------

Balance
September 30, 1999                 $(22,361)         $    (29)         $ (1,629)
                                   --------          --------          --------
</TABLE>



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 U.S.A., Inc., a subsidiary of 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.

     In the first quarter of 1998 the Company received additional proceeds of
$40,000 upon settlement of an Interpak liability which is reflected as income
from discontinued operations..

     The Company received a claim for indemnification as guarantor in excess of
$750,000 arising out of alleged breaches of representations and warranties made
in connection with the sale of Interpak Terminals, Inc. and agreed to forfeit
the escrow account in full settlement of the claim. The escrow amount was
written off in the three months ended June 30, 1999 and there was no effect on
income because of previously provided liabilities.

Note 6.

     In the third quarter of 1999, the Company sold its common stock ownership
interest in Teletrak Environmental Systems, Inc., (1,353,013 common shares) in a
private sale to a third party for a cash consideration of $200,000. The Teletrak
shares were carried on the Company's balance sheet at no value and the Company
recorded a gain of $196,000 on the sale, net of expenses.




                                                                   PAGE 10 OF 14
<PAGE>   11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998

     Net income the three months ended September 30, 1999 was $120,000 compared
to net income of $19,000 for the three months ended September 30, 1998. The
primary factors contributing to the increase in 1999 was a gain on the sale of
shares of an affiliate as described in Note 6.

NINE MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998

     Loss from continuing operations was $121,000 for the nine months ended
September 30, 1999 compared to income from continuing operations of $53,000 in
the 1998 period. Revenue decreased $39,000 due to lower rates, equity in loss of
affiliates increased $153,000, gain on sales of securities was $196,000 for 1999
compared to $ 94,000 in 1998. Equity losses in affiliates included an equity
income for Intersystems of $17,000 in 1999 compared with income of $71,000 in
1998 and an equity loss in Core Capital of $157,000 in 1999 compared with
$58,000 in 1998.

     Income from discontinued operations in 1998 relates to Interpak Terminals
as described in Note 5.

     Cumulative effect of change in accounting principle in 1999 is the
Company's 15% equity share of Intersystems change in accounting principle as
indicated in note 3.

Impact of Inflation

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

Liquidity and Capital Resources

     Operating activities for the nine months ended September 30, 1999 used cash
of $112,000. Proceeds from the sale of securities provided $ 196,000 and $
83,000 was used for loans. The net effect of these amounts increased cash to $
16,000 at September 30, 1999.




                                                                   PAGE 11 OF 14
<PAGE>   12
YEAR 2000 COMPLIANCE

The Company's Compliance Program. Computer equipment using microprocessors that
use only two digits to identify a year may be unable to accurately process data
after December 31, 1999. In early 1998, the Company initiated its Year 2000
(Y2K) compliance project. The evaluation addressed internal hardware and
software, key vendors, customers and significant third parties at all Company
locations.

The Company's State of Readiness. In its office operations, the Company utilizes
recently purchased computer hardware and software which has been deemed Y2K
compliant. In the fourth quarter of 1997, Helm replaced all Greenwich office
computers with compliant equipment and software.

Mezzanine has undertaken an analysis of all Spring Lake equipment and software
to determine Y2K compliance. The Company does not expect that the cost, if any,
to complete its testing and to replace parts for those machines not yet tested
will be material to the financial condition of the Company. The Company
estimates that all such equipment will be tested and in compliance by the fourth
quarter of 1999.

The Company is also evaluating the readiness of its third party supply chains
and major customers. The Company has requested Y2K compliance certification from
each of its major vendors, suppliers and customers. To date, no non-compliance
issues have arisen which pose a material problem for the Company.

Risks of Non-compliance and Contingency Plans. The major factors which pose the
greatest Y2K risks for the Company if the implementation of the Y2K compliance
program is not successful is the reliance on key third party vendors and major
customers. If those parties do not achieve compliance, the Company's operational
subsidiaries could experience interruption in production scheduling. Based on
initial information received from our vendors and customers, the Company does
not expect such delays.

The estimated costs of, and timetable for, becoming Y2K compliant constitute
forward looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such estimates are based upon
numerous assumptions by management, including accuracy or representations made
by third parties concerning their compliance with Y2K issues, and other factors.
The estimated costs of Y2K compliance also do not give effect to any future
corporate acquisitions or divestitures made by the Company or its subsidiaries.

FORWARD LOOKING STATEMENTS


     This quarterly report for the period ended September 30, 1999 as well as
other public documents of the Company contains forward-looking statements which
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance


                                                                   PAGE 12 OF 14
<PAGE>   13
or achievement of the Company to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such statements include, without limitation, the Company's
expectations and estimates as to future financial performance, cash flows from
operations, capital expenditures and the availability of funds from refinancing
of indebtedness. Readers are urged to consider statements which use the terms
"believes', "intends", "expects", "plans", "estimates", "anticipated" or
"anticipates" to be uncertain and forward-looking. In addition to other factors
that may be discussed in the company's filings with the Securities and Exchange
Commission, including this report, the following factors, among others, could
cause the Company's actual results to differ materially from those expressed in
any forward-looking statement made by the Company: (I) general economic and
business conditions, acts of God and natural disasters, as well as the demand
for the Company's services, or the ability of the Company to provide such
services; (ii) the insolvency or failure to pay its debts by a significant
creditor of the Company or its subsidiaries or affiliates, or the inadequacy or
uncollectibility of any collateral pledged to secure such creditor's debts to
the Company or its subsidiaries or affiliates; (iii) increased competition; (iv)
changes in customer preferences and the inability of the Company's subsidiaries
of affiliates to develop and introduce new services to accommodate these
changes; and (v) the maturing of debt at the Company, subsidiary or affiliate
level and the inability of the Company, the subsidiary or affiliate to raise
capital to repay or refinance such debt on favorable terms, or the insufficiency
of collateral pledged to secure any such debt.

Part II

Item 1.  Legal Proceedings

The Company received a claim for indemnification as guarantor in the amount of
approximately $700,000 arising out of alleged breaches of representations and
warranties made in connection with the sale of Interpak Terminals, Inc. in July
1997. At the closing of the sale, $ 250,000 of the purchase price was placed in
escrow to be used to satisfy legitimate indemnification claims. In August 1999,
a final settlement of this matter was negotiated within the limits of the escrow
account.




                                                                   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:  November 12, 1999           /s/ Daniel T. Murphy
                                   -----------------------------------------

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


                                                                   PAGE 14 OF 14