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 November 30, 2005

[ ] 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 March 1, 2006.

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



<PAGE>


EDD HELMS GROUP, INC. AND SUBSIDIARIESFORM 10-QSB
INDEX
                                                                            PAGE
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
         Consolidated Balance Sheet (unaudited) - November 30, 2005.           2
         Consolidated Statements of Income (unaudited) - Three and             3
            six months ended November 30, 2005 and 2004.
         Consolidated Statement of Cash Flows (unaudited) - Six 6 months ended
            November 30, 2005 and 2004.                                        4
         Notes to Consolidated Financial Statements (unaudited).               5
Item 2. Management's Discussion and Analysis or Plan of Operation.             7
Item 3. Controls and Procedures.                                               8

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.                                                     9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.           9
Item 3. Defaults Upon Senior Securities.                                       9
Item 4. Submission of Matters to a Vote of Security Holders.                   9
Item 5. Other Information.                                                     9
Item 6. Exhibits and Reports on Form 8-K.                                      9















                                       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)
November 30,                                                             2005
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                              $707,176
Available-for-sale equity security                                          839
Accounts receivable, less allowance for doubtful
  accounts of $205,561                                                3,628,113
Other receivables                                                       158,858
Due from employees                                                       12,445
Costs and estimated earnings in excess
  of billings on uncompleted contracts                                1,099,034
Inventories                                                           1,419,990
Prepaid expenses                                                        107,836
Deferred income taxes                                                   265,641
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                  7,399,932
--------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                                             979,597
--------------------------------------------------------------------------------
OTHER ASSETS
Excess of cost over net assets of businesses acquired, net              143,866
Other assets                                                            252,020
--------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                                      395,886
--------------------------------------------------------------------------------
TOTAL ASSETS                                                         $8,775,415
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of short-term debt                                $  455,736
Current maturities of long-term debt                                     72,139
Current obligations under capital leases                                 84,220
Accounts payable                                                      1,196,976
Accrued liabilities                                                     809,612
Deferred revenue                                                        107,237
Billings in excess of costs and estimated
  earnings on uncompleted contracts                                     696,976
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                             3,422,896
--------------------------------------------------------------------------------
LONG-TERM LIABILITIES
Deferred income taxes                                                   136,481
Long-term debt                                                          117,492
Long-term debt under capital leases                                     167,952
--------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 2)
--------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES                                             421,925
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                                     3,844,821
--------------------------------------------------------------------------------
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                                                     4,689,841
Treasury stock, 86,462 shares at cost                                   (23,345)
Accumulated other comprehensive loss                                    (70,698)
--------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                            4,930,594
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $8,775,415
================================================================================
See accompanying notes.



                                       2
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                         For The                 For The
                                   Three Months Ended        Six Months Ended
                                       November 30             November 30
                                    2005        2004        2005        2004
--------------------------------------------------------------------------------
REVENUES EARNED                  $5,867,322  $4,138,182 $10,581,646  $8,643,073
COST OF REVENUES EARNED           4,073,805   2,891,683   7,593,531   6,036,793
--------------------------------------------------------------------------------
GROSS PROFIT                      1,793,517   1,246,499   2,988,115   2,606,280
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES           1,136,574   1,154,898   2,164,531   2,176,218
--------------------------------------------------------------------------------
INCOME FROM OPERATIONS
  BEFORE OTHER INCOME(EXPENSES)     656,943      91,601     823,584     430,062
--------------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
Interest income                         902         430       2,529         901
Interest expense                     (3,206)     (5,739)     (6,304)     (9,471)
Gain (loss) on disposal of
  property and equipment                -           -           -        (9,477)
Other income                            (50)     22,456      19,361      55,349
--------------------------------------------------------------------------------
TOTAL OTHER INCOME                   (2,354)     17,147      15,586      37,302
--------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES          654,589     108,748     839,170     467,364
--------------------------------------------------------------------------------
INCOME TAXES
Provision for income taxes         (246,322)    (38,126)   (315,779)   (173,074)
Benefit from utilization of net
  operating loss carryforward       246,322      38,126     315,779     173,074
Deferred Federal and State
  income tax                        (34,431)        -       (68,862)        -
--------------------------------------------------------------------------------
Total income taxes                  (34,431)        -       (68,862)        -
--------------------------------------------------------------------------------
NET INCOME                         $620,158     $108,748   $770,308     467,364
================================================================================
NET INCOME PER SHARE - BASIC       $   0.05     $   0.01   $   0.06     $  0.04
                     - DILUTED     $   0.05     $   0.01   $   0.06     $  0.03
================================================================================
 WEIGHTED AVERAGE SHARES
 OUTSTANDING     -BASIC          12,574,896   12,574,896 12,574,896  12,574,896
                 -DILUTED        12,689,182   12,702,169 12,689,182  12,702,169
================================================================================
See accompanying notes.



                                       3
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)    November 30,  November 30,
For the Six Months Ended                                  2005          2004
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                              $770,308      $467,364
--------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by operating
  activities:
Depreciation and amortization                            158,096       266,838
Loss on disposal of asset                                    -           9,477
Provision for doubtful accounts                           23,227         1,946
Deferred income taxes                                     68,862           -
Changes in assets (increase) decrease:
Accounts receivable                                   (1,435,891)     (520,229)
Due from employees                                        (1,874)       (1,405)
Other receivables                                        (71,890)      (89,822)
Costs and estimated earnings in excess
  of billings on uncompleted contracts                  (682,675)      (37,163)
Inventories                                             (425,771)      (52,915)
Prepaid expenses                                         177,076       136,308
Other assets                                            (179,330)      (54,063)
Changes in liabilities increase (decrease):
Accounts payable                                         720,204       (68,639)
Accrued liabilities                                      195,121      (110,455)
Deferred revenues                                         25,929       (41,424)
Billings in excess of costs and estimated
  earnings on uncompleted contracts                     (234,316)      268,113
--------------------------------------------------------------------------------
Net cash provided (used) by operating activities        (892,924)      173,931
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                     (399,374)      (64,374)
 Disposal of property and equipment                          -          10,960
--------------------------------------------------------------------------------
Net cash (used) by investing activities                 (399,374)      (53,414)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from capital lease obligations                 242,576           -
 Payments of capitalized lease obligations               (13,152)      (17,047)
 Proceeds from credit line                               455,737       250,000
 Proceeds from notes payable                              94,048        50,948
 Payments on notes payable                               (38,625)      (91,308)
--------------------------------------------------------------------------------
Net cash provided by financing activities                740,584       192,593
--------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                         (551,714)      313,110
CASH, beginning of period                              1,258,890       337,255
--------------------------------------------------------------------------------
CASH, end of period                                   $  707,176    $  650,365
================================================================================



EDD HELMS GROUP, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(CONTINUED)

For the Three Months Ended November 30,                     2005          2004
--------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES
Interest paid                                             $6,304        $9,471
Interest received                                          2,529           901
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 and six months
ending November 30, 2005, may not necessarily be indicative of the results that
may be expected for the year ended May 31, 2006.

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, 2005, appearing in the Company's Form 10-KSB to be filed with the Securities
and Exchange Commission.

NOTE 2.  COMMITMENTS AND CONTINGENCIES

1. 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.
We continually notified Siemens that installation prior to the approval of
engineered drawings would result in errors or necessity of redoing work. We
turned out to be correct. Additional costs were incurred by us and Siemens
refused to pay for the additional costs. In addition, Siemens failed to provide
approved engineered drawings for us to perform under our contract. As a result,
Helms declared Siemens to be in material breach of contract and filed suit for
breach of contract, fraudulent misrepresentation and negligent
misrepresentation. Damages are 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. 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. A contingency
agreement 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. We believe there is
substantial case law that supports our opinion and we are confident that we will
prevail in this matter.

Considering the circumstances; we do not believe that the ultimate result of
both these cases will have an adverse effect on the financial condition of the
Company. In September 2005, we started accruing legal fee expense at a rate of
$15,000 per month to cover the cost of prosecution and defense of these cases.
At February 28, 2006, our total legal fee accrual is $90,000.


                                       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 and six
months ended November 30, 2005 and November 30, 2004, 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, 2005.

NOTE 4. CONDENSED SEGMENT INFORMATION

The following condensed segment information for the six months ended November
30, 2005, 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 quarterly 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                $ 4,559,995 $ 4,346,007 $ 1,675,644  10,581,646
Cost of revenues earned         (2,956,874) (3,141,309) (1,495,347) (7,593,530)
--------------------------------------------------------------------------------
Gross margins                    1,603,121   1,204,698     180,297   2,988,116
Expenses                          (944,923)   (858,798)   (345,225) (2,148,946)
--------------------------------------------------------------------------------
Income (Loss) before
income taxes                   $   658,198 $   345,900 $  (164,928)$   839,170
===============================================================================












                                       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 November 30, 2005 as compared to November
30, 2004, increased 41.8%. Revenues for the six months ended November 30, 2005
as compared to November 30, 2004, increased approximately 22.4%. Revenues for
the three months ended November 30, 2005 were impacted in a positive way due to
work generated as a result of Hurricane Wilma. The six month 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 decreased 0.4% for the
three months ended November 30, 2005 as compared to November 30, 2004. Costs of
revenues earned as a percentage of revenues for the six months ended November
30, 2005 as compared to November 30, 2004 increased 0%. The positive change for
the three months ended November 30, 2005 as compared to 2004 was a result of
well-run jobs which came in under estimated cost. The slight increase for the
six months ended November 30, 2005 as compared to 2004 was a result of more
construction work.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses decreased by under 1% for the three
and six months ended November 30, 2005 as compared to November 30, 2004. We
continue to focus on overhead cost control and adhering to operational budgets
developed to measure deviations from our cost model. Considering the significant
increase in revenues, these expenses are in line with budget.


                                       7
<PAGE>

NET PROFIT

The net income for the three and six months ended November 30, 2005, 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 $378,706 for the six months ended
November 30, 2005, from November 30, 2004. Our ratio of current assets to
current liabilities for the six months ended November 30, 2005, was 2.16, as
compared to a ratio of 2.76 at November 30, 2004. Compared to November 30, 2004,
our cash balance for the six months ended November 30, 2005, increased by
$56,811, our accounts receivable increased by $1,047,391 and our accounts
payable increased by $457,224. 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 a $455,737 outstanding balance on our line of credit at November 30,
2005. Of this amount $230,737 was used to fund a letter of credit for litigation
related to the Baird attorney fees. 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 November 30, 2005 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 November 30, 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 changes in our internal controls or in other factors that
could significantly affect internal controls subsequent to the date we carried
out this evaluation.






                                       8
<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

1. 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.
We continually notified Siemens that installation prior to the approval of
engineered drawings would result in errors or necessity of redoing work. We
turned out to be correct. Additional costs were incurred by us and Siemens
refused to pay for the additional costs. In addition, Siemens failed to provide
approved engineered drawings for us to perform under our contract. As a result,
Helms declared Siemens to be in material breach of contract and filed suit for
breach of contract, fraudulent misrepresentation and negligent
misrepresentation. Damages are 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. 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. A contingency
agreement 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. We believe there is
substantial case law that supports our opinion and we are confident that we will
prevail in this matter.

Considering the circumstances; we do not believe that the ultimate result of
both these cases will have an adverse effect on the financial condition of the
Company. In September 2005, we started accruing legal fee expense at a rate of
$15,000 per month to cover the cost of prosecution and defense of these cases.
At February 28, 2006, our total legal fee accrual is $90,000.

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

During the quarter ended November 30, 2005, 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.

                                       9
<PAGE>

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

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

Date: April 26, 2006                       /s/  W. Edd Helms, Jr.
      --------------                       ----------------------
                                           W. EDD HELMS, JR. PRESIDENT, CHIEF
                                           EXECUTIVE OFFICER




                                       10