UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

Mark one:
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
                  For the quarterly period ended August 31, 2006

[ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                  For the transition period from ______ to ______.

                         Commission file number: 0-17978

                              EDD HELMS GROUP, INC.
       ----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

                  Florida                                 59-2605868
---------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)

                17850 N.E. 5th Avenue, Miami, Florida 33162-1008
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (305) 653-2520
                ------------------------------------------------
                           (Issuer's telephone number)

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [__] No [_X_]

12,574,896 shares of common stock, par value $.01 per share, were outstanding at
the close of business on December 1, 2006.

Transitional Small Business Disclosure Format (Check one): Yes[__]  No[_X_]





<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
FORM 10-QSB
INDEX
                                                                            PAGE
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
         Consolidated Balance Sheet (unaudited) - August 31, 2006.             2
         Consolidated Statements of Income unaudited) - Three months           3
               ended August 31, 2006 and 2005.
         Consolidated Statements of Cash Flows (unaudited) - Three             4
             months ended August 31, 2006 and 2005.
           Notes to Consolidated Financial Statements (unaudited).             5
Item 2. Management's Discussion and Analysis or Plan of Operation.             7
Item 3. Controls and Procedures.                                               7

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.                                                     8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.           8
Item 3. Defaults Upon Senior Securities.                                       8
Item 4. Submission of Matters to a Vote of Security Holders.                   8
Item 5. Other Information.                                                     8
Item 6. Exhibits and Reports on Form 8-K.                                      8




                                       1
<PAGE>
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements.

The consolidated financial statements in response to this item are as follows:

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
August 31, 2006
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                              $619,057
Available-for-sale equity security                                          921
Accounts receivable, less allowance for doubtful
  accounts of $130,581                                                3,067,593
Other receivables                                                       337,909
Due from employees                                                       11,465
Costs and estimated earnings in excess
  of billings on uncompleted contracts                                1,394,853
Inventories                                                           1,670,659
Prepaid expenses                                                        224,851
Deferred income taxes                                                   121,622
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                  7,448,930
--------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                                           1,064,966
--------------------------------------------------------------------------------
OTHER ASSETS
Excess of cost over net assets of businesses acquired, net              143,866
Other assets                                                            296,150
--------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                                      440,016
--------------------------------------------------------------------------------
TOTAL ASSETS                                                         $8,953,912
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of short-term debt                                $  230,737
Current maturities of long-term debt                                     95,879
Current obligations under capital leases                                102,180
Accounts payable                                                      1,041,796
Accrued liabilities                                                     744,927
Deferred revenue                                                        145,286
Billings in excess of costs and estimated
  earnings on uncompleted contracts                                     762,182
Provision for income taxes payable                                      240,446
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                             3,363,433
--------------------------------------------------------------------------------
LONG-TERM LIABILITIES
Deferred income taxes                                                   169,548
Long-term debt                                                          138,702
Long-term debt under capital leases                                     166,007
--------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES                                             474,257
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                                     3,837,690
--------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 2)
--------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 20,000,000 shares
  authorized; 12,661,358 shares issued and
  12,574,896 outstanding                                                126,114
Additional paid-in capital                                              208,682
Retained earnings                                                     4,804,771
Treasury stock, 86,462 shares at cost                                   (23,345)
--------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                            5,116,222
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $8,953,912
================================================================================
See accompanying notes.


                                       2
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended August 31,                           2006        2005
--------------------------------------------------------------------------------
REVENUES EARNED                                       5,922,054   $4,714,326
COST OF REVENUES EARNED                               4,203,379    3,519,726
--------------------------------------------------------------------------------
GROSS PROFIT                                          1,718,675    1,194,600
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                               1,349,669    1,027,959
--------------------------------------------------------------------------------
INCOME FROM OPERATIONS
  BEFORE OTHER INCOME (EXPENSES)                        369,006      166,641
--------------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
Interest income                                             478        1,627
Interest expense                                         (7,987)      (3,098)
Other income                                             24,272       19,411
--------------------------------------------------------------------------------
TOTAL OTHER INCOME                                       16,763       17,940
--------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                              385,769      184,581
--------------------------------------------------------------------------------
INCOME TAXES
Provision for income taxes                              240,446      (69,457)
Benefit from utilization of net operating
  loss carryforward                                         -         69,457
Deferred federal and state income tax                   (91,636)      34,431
--------------------------------------------------------------------------------
Total income taxes                                      148,810       34,431
--------------------------------------------------------------------------------
NET INCOME                                             $236,959     $150,150
================================================================================
NET INCOME PER SHARE - BASIC                              $0.02       $ 0.01
                     - DILUTED                            $0.02       $ 0.01
================================================================================
 WEIGHTED AVERAGE SHARES
 OUTSTANDING     -BASIC                              12,574,896    12,574,896
                 -DILUTED                            12,835,361    12,712,887
================================================================================
See accompanying notes.



                                       3
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)      August 31,   August 31,
For the Three Months Ended                                 2006         2005
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                               $236,959     $150,150
--------------------------------------------------------------------------------
Adjustments to reconcile net income to net
  cash provided by operating activities:
Depreciation and amortization                              103,183       79,220
Provision for doubtful accounts                            (73,941)      10,606
Deferred income taxes                                     (165,255)      34,431
Changes in assets (increase) decrease:
Accounts receivable                                       (476,519)  (1,238,946)
Due from employees                                           2,307         (282)
Other receivables                                          (38,032)    (116,788)
Costs and estimated earnings in excess
  of billings on uncompleted contracts                     (87,317)     (91,231)
Inventories                                               (249,182)    (246,464)
Prepaid expenses                                           (53,785)     105,084
Other assets                                               (26,536)      (5,170)
Changes in liabilities increase (decrease):
Accounts payable                                            63,479      705,889
Accrued liabilities                                       (270,710)      (2,352)
Deferred revenues                                           68,302       40,631
Billings in excess of costs and estimated
  earnings on uncompleted contracts                        (77,939)     226,438
Provision for income taxes payable                         240,446         -
--------------------------------------------------------------------------------
Net cash provided (used) by operating activities          (802,540)    (348,784)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                       (149,289)    (123,003)
--------------------------------------------------------------------------------
Net cash (used) by investing activities                   (149,289)    (123,003)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from capital leases                               58,640          -
 Payments of capitalized lease obligations                 (20,913)     (15,306)
 Proceeds from notes payable                                48,185      149,900
 Payments on notes payable                                 (19,795)     (58,834)
--------------------------------------------------------------------------------
Net cash provided by financing activities                   66,117       72,760
--------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH                               (879,712)    (399,027)
CASH, beginning of period                                1,498,769    1,258,890
--------------------------------------------------------------------------------
CASH, end of period                                     $  619,057   $  859,863
================================================================================


SUPPLEMENTAL DISCLOSURES
Interest paid                                                $7,987     $3,098
Interest received                                               478      1,627
Income taxes paid                                                 -         -
================================================================================
See accompanying notes.



                                       4
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1.  GENERAL

The accompanying  unaudited  consolidated  condensed financial statements of Edd
Helms  Group,  Inc.  and  subsidiaries  have been  prepared in  accordance  with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and with the  instructions to Form 10-QSB and Regulation
S-B.  Accordingly,  they do not include  all of the  information  and  footnotes
required by accounting  principles  generally  accepted in the United States for
complete  financial  statements.  In the opinion of management,  all adjustments
consisting  of a normal and  recurring  nature  considered  necessary for a fair
presentation  have been included.  Operating results for the three months ending
August 31, 2006,  may not  necessarily  be indicative of the results that may be
expected for the year ended May 31, 2007.

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying  notes.  Actual  results could differ from those  estimates.  These
interim consolidated financial statements should be read in conjunction with the
consolidated  financial statements and accompanying notes for the year ended May
31, 2006,  appearing in the Company's  Form 10-KSB filed with the Securities and
Exchange Commission.

NOTE 2.  COMMITMENTS AND CONTINGENCIES

1. Edd Helms Group,  Inc Vs Siemens  Building  Technologies  was filed April 16,
2004  with the 11th  Judicial  Circuit  Court in  Miami  Dade  County,  Case No.
04-8784.  On or about May 12, 2001 Siemens Building  Technologies Inc. (Siemens)
and Edd Helms Group (Helms) entered into a subcontract for the installation of a
fire alarm system at the Fountainbleau  Hilton Hotel in Miami Beach. Siemens was
to provide  engineered  drawings for the  installation of the fire alarm system.
Several  issues  developed  during the  construction  dealing  with  issues that
include time delays,  extra work and providing us with the appropriate  drawings
resulting in additional costs which Siemens refused. In addition, Siemens failed
to provide  approved  engineered  drawings,  constituting  a material  breech of
contract.  Accordingly,  Helms  declared  Siemens  to be in  material  breach of
contract and filed suit for breach of contract, fraudulent misrepresentation and
negligent misrepresentation for damages in excess of $1,000,000. Siemens filed a
counterclaim  against  us and our  surety,  XL Surety  Specialists.  The  surety
responded and filed an action against us for indemnification under the bond. The
Siemens  claim is in excess of  $500,000.  We are of the opinion that we will be
successful in the prosecution of the claim and the defense of the  counterclaim.
At this  time our  legal  counsel  has  informed  us that  there is no reason to
believe that there will be any material adverse effect on the Company.


2. Cameron Baird Vs Edd Helms Group, Inc D/B/A Edd Helms Electric was filed June
14,  2001 with the 17th  Judicial  Circuit  Court in  Broward  County,  Case No.
01-10407.  A  former  employee  of  ours  filed  a suit  against  us for  unpaid
compensation.   A  judgment  of  $47,000  was  awarded  to  the  plaintiff.  The
plaintiff's  attorney claimed to have a contingency  agreement in place with his
client,  which allows an attorney to recover his cost related to the case, times
a  multiplier  as  determined  by the court.  In this case a signed  contingency
agreement was not in place. In addition, the attorney did not track hours worked
on the case as  required  by the law.  However a  judgment  was  awarded  to the
attorney for legal fees in the amount of $75,000,  plus a  multiplier  of three.
The Company filed an appeal in this matter and issued an  irrevocable  letter of
credit against this judgment in the amount of $230,737.  On November 1st of 2006
the appeals  court ruled in favor of the plaintiff and confirmed the judgment of
fees as described above.

Considering  the  circumstances;  we do not believe that the ultimate  result of
both these cases will have a material adverse effect on the financial  condition
of the Company. In September 2005, we started accruing legal fee expense for the
above cases at a rate of $15,000 per month to cover the cost of prosecution  and
defense of these  cases.  At August 31,  2006,  our total  legal fee  accrual is
$188,626.



                                       5
<PAGE>

NOTE 3.  NET INCOME PER COMMON SHARE

Net income per  common  share has been  computed  (basic  and  diluted)  for all
periods  presented  and is  based  on the  weighted  average  number  of  shares
outstanding  during the period. The available stock options for the three months
ended August 31, 2006 and August 31, 2005,  were dilutive and considered  common
stock  equivalents  for purposes of computing  diluted  income per common share.
There has been no activity with respect to stock options since May 31, 2006.

NOTE 4. CONDENSED SEGMENT INFORMATION

The following  condensed  segment  information for the three months ended August
31, 2006, includes  allocations of certain costs,  including overhead and shared
services which are allocated based on revenues,  payroll and other factors.  Any
variances  from budget will be  allocated at the end of the year based on actual
revenues. These agreed-upon amounts between the segments may differ from amounts
that would be negotiated in an arms-length transaction.

                                 Electric     HVAC      DataTelcom  Total
--------------------------------------------------------------------------------
Revenues earned               $ 2,566,193 $ 2,593,604 $  762,257    $5,922,054
Cost of revenues earned        (1,840,187) (1,766,085)  (597,107)   (4,203,379)
--------------------------------------------------------------------------------
Gross margins                     726,006     827,519    165,150     1,718,675
Expenses                         (663,907)   (576,758)   (90,241)   (1,332,906)
--------------------------------------------------------------------------------
Income before income taxes    $    62,099 $   250,761 $   72,909    $  385,769
===============================================================================






                                       6
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

SAFE HARBOR STATEMENT

Certain  statements in this Form 10-QSB,  including  information set forth under
this  Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operation
constitute  'forward-looking  statements'  within  the  meaning  of the  Private
Securities Litigation Reform Act of 1995 (the Act). We desire to avail ourselves
of certain 'safe harbor' provisions of the Act and are therefore  including this
special  note to enable  us to do so.  Forward-looking  statements  in this Form
10-QSB  or  included  in  other  publicly  available  documents  filed  with the
Securities  and  Exchange  Commission  reports  to our  stockholders  and  other
publicly available statements issued or released by us involve known and unknown
risks,  uncertainties  and other factors  which could cause our actual  results,
performance  (financial or operating) or  achievements to differ from the future
results,  performance  (financial  or operating)  or  achievements  expressed or
implied by such forward-looking  statements.  Such future results are based upon
our  management's  best estimates based upon current  conditions and most recent
results of operations.

REVENUES EARNED

Revenues  for the three  months  ended August 31, 2006 as compared to August 31,
2005, increased  approximately 25.6%. The increase can be attributed to positive
economic  conditions  and a  company-wide  focus  to  grow  revenues  by  adding
additional sales staff.


COST OF REVENUES EARNED

Costs of revenues  earned as a percentage of revenues for the three months ended
August 31, 2006 as compared to August 31, 2005 decreased  3.7%. The decrease can
be  attributed  to  higher  selling  margins  as a result  of  price  increases,
efficient  project  management  and a  companywide  focus  on  achieving  higher
margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and administrative expenses increased 31% for the three months
ended August 31, 2006 as compared to August 31, 2005. The increase is attributed
to a television  advertising campaign and additional overhead to support the 25%
increase in sales. We continue to focus on overhead cost control and adhering to
operational budgets developed to measure deviations from our cost model.

NET PROFIT

The net income for the three months ended August 31, 2006, was  consistent  with
expectations.  The profit can be  attributed to a focus on growing all companies
through hiring quality  employees,  controlling cost,  measuring  performance by
analyzing key process indicators and budget variances,  improving  relationships
with existing customers and developing relationships with potential customers.

LIQUIDITY AND CAPITAL RESOURCES

Working capital  increased by approximately  $694,387 for the three months ended
August 31, 2006,  from August 31, 2005.  Our ratio of current  assets to current
liabilities for the three months ended August 31, 2006, was 2.34, as compared to
a ratio of 2.11 at August  31,  2005.  Compared  to August  31,  2005,  our cash
balance for the three months ended August 31, 2006,  decreased by $240,806,  our
accounts receivable  decreased by $376,195 and our accounts payable decreased by
$140,865. We have financed our operations and growth in the past with internally
generated  working  capital,  and we  intend  to  continue  to do so. We have an
outstanding  balance of $230,737 on our line of credit at August 31, 2006, which
was used to fund an  irrevocable  letter of credit  related to the Cameron Baird
litigation.  We do expect,  if  necessary,  to use our credit  line as it may be
needed from time-to-time for short-term working capital.  We anticipate that our
cash flow from  operations  will  provide  cash in excess of our normal  working
capital needs, debt service requirements and planned capital expenditures in the
near-term.

During the  quarter  ended  August 31, 2006 we  acquired  equipment  through the
issuance of debt.

Item 3.  Controls and Procedures.

Evaluation of Disclosure  Controls and Procedures.  Our Chief Executive Officer,
Chief Financial Officer and Executive Vice President have reviewed and evaluated
the  effectiveness  of our  disclosure  controls and  procedures  (as defined in
Exchange Act Rules 13a-14(c) and  240.15d14(c))  as of August 31, 2006. Based on
that  evaluation,  we have  concluded that our current  disclosure  controls and
procedures are effective in timely providing the material  information  required
to be disclosed in the reports we file or submit under the Exchange Act.

Changes in  Internal  Controls.  There have been no  significant  changes in our
internal controls or in other factors that could  significantly  affect internal
controls subsequent to the date we carried out this evaluation.



                                       7
<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

1. Edd Helms Group,  Inc Vs Siemens  Building  Technologies  was filed April 16,
2004  with the 11th  Judicial  Circuit  Court in  Miami  Dade  County,  Case No.
04-8784.  On or about May 12, 2001 Siemens Building  Technologies Inc. (Siemens)
and Edd Helms Group (Helms) entered into a subcontract for the installation of a
fire alarm system at the Fountainbleau  Hilton Hotel in Miami Beach. Siemens was
to provide  engineered  drawings for the  installation of the fire alarm system.
Several  issues  developed  during the  construction  dealing  with  issues that
include time delays,  extra work and providing us with the appropriate  drawings
resulting in additional costs which Siemens refused. In addition, Siemens failed
to provide  approved  engineered  drawings,  constituting  a material  breech of
contract.  Accordingly,  Helms  declared  Siemens  to be in  material  breach of
contract and filed suit for breach of contract, fraudulent misrepresentation and
negligent misrepresentation for damages in excess of $1,000,000. Siemens filed a
counterclaim  against  us and our  surety,  XL Surety  Specialists.  The  surety
responded and filed an action against us for indemnification under the bond. The
Siemens  claim is in excess of  $500,000.  We are of the opinion that we will be
successful in the prosecution of the claim and the defense of the  counterclaim.
At this  time our  legal  counsel  has  informed  us that  there is no reason to
believe that there will be any material adverse effect on the Company.


2. Cameron Baird Vs Edd Helms Group, Inc D/B/A Edd Helms Electric was filed June
14,  2001 with the 17th  Judicial  Circuit  Court in  Broward  County,  Case No.
01-10407.  A  former  employee  of  ours  filed  a suit  against  us for  unpaid
compensation.   A  judgment  of  $47,000  was  awarded  to  the  plaintiff.  The
plaintiff's  attorney claimed to have a contingency  agreement in place with his
client,  which allows an attorney to recover his cost related to the case, times
a  multiplier  as  determined  by the court.  In this case a signed  contingency
agreement was not in place. In addition, the attorney did not track hours worked
on the case as  required  by the law.  However a  judgment  was  awarded  to the
attorney for legal fees in the amount of $75,000,  plus a  multiplier  of three.
The Company filed an appeal in this matter and issued an  irrevocable  letter of
credit against this judgment in the amount of $230,737.  On November 1st of 2006
the appeals  court ruled in favor of the plaintiff and confirmed the judgment of
fees as described above.

Considering  the  circumstances;  we do not believe that the ultimate  result of
both these cases will have a material adverse effect on the financial  condition
of the Company. In September 2005, we started accruing legal fee expense for the
above cases at a rate of $15,000 per month to cover the cost of prosecution  and
defense of these cases.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter ended August 31, 2006, there were no changes.

Item 3.  Defaults Upon Senior Securities.

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote.

Item 5.  Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

(A) Exhibits

31.1 Certification of the Chief Executive Officer required by
        Rule 13a-14(a)/15d-14(a)
32.1 Certification of the Chief Executive Officer required by Rule
        13a-14(a)/15d-14(a) pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(B) Reports on Form 8-K

None.



                                       8
<PAGE>

                                   SIGNATURES

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


                                          /s/ EDD HELMS GROUP, INC.
                                          -------------------------
                                              (Registrant)

                                       By:/s/ W. Edd Helms, Jr.
                                          -------------------------
                                          W. EDD HELMS, JR.
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                       Date: December 21, 2006

In accordance with the Exchange Act, this report has been signed on the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                                       By:/s/ W. Edd Helms, Jr.
                                          -------------------------
                                          W. EDD HELMS, JR.
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                          AND DIRECTOR


                                       By:/s/ L. Wade Helms
                                          -------------------------
                                          L. WADE HELMS
                                          EXECUTIVE VICE PRESIDENT, SECRETARY,
                                          TREASURER AND DIRECTOR


                                       By:/s/ Walter Revell
                                          -------------------------
                                          WALTER REVELL
                                          DIRECTOR


                                       By:/s/ Edward McCarthy
                                          -------------------------
                                          EDWARD MCCARTHY
                                          DIRECTOR

                                       By:/s/ John Salvaggio
                                          -------------------------
                                          JOHN SALVAGGIO
                                          DIRECTOR

                                       Date: December 21, 2006