UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q(Mark one)  x
QUARTERLY
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended November 30, 2008oro
TRANSITION
 REPORT UNDER TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934For the transition period from ______ to ______.Commission file number: 0-1797EDD HELMS GROUP, INC.(Exact name of registrant as specified in its charter)  Florida

59-2605868(State or
 other jurisdiction of incorporation)

(I.R.S.
 Employer Identification No. or organization)  17850 N.E. 5th Avenue, Miami, Florida 33162-1008(Address of principal executive offices) (Zip Code)(305) 653-2520(Registrants telephone number, including area code)  Indicate by check mark whether the registrant (1) has filed all
reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
 Yes x No o
 Indicate by check mark whether the registrant is a large
accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer
and smaller reporting company in Rule 12b-2 of the Exchange Act. Large
 accelerated filer o

Accelerated
 filer oNon-accelerated
 filer   o

Smaller
 reporting company x(Do not
 check if a smaller reporting company)  Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).
 Yes o   No x
 11,414,926 shares of common stock, par value $.01 per
share, were outstanding at the close of business on January 10, 2009. 1    EDD HELMS
GROUP, INC. AND SUBSIDIARIES 
FORM 10-Q

PAGEPART I - FINANCIAL INFORMATIONItem
 1.

Financial
 Statements.Consolidated Balance Sheets (unaudited) 
 November 30, 2008 and May 31, 2008 (audited).

3Consolidated Statements of Income
 (unaudited)  For the three and six months ended November 30, 2008 and
 November 30, 2007.

4Consolidated Statements of Cash Flows
 (unaudited)  Six months ended November 30, 2008 and November 30, 2007.

5Notes to
Consolidated Financial Statements
 (unaudited).

6Item
 2.

Managements
Discussion and Analysis of
 Financial Condition and Results of Operations.

7Item
 3.

Quantitative and
Qualitative Disclosures
 about Market Risk.

8Item
 4.

Controls and
Procedures.

9PART II - OTHER
INFORMATIONItem
 1.

Legal
Proceedings.

9Item
 2.

Unregistered
Sales of Equity Securities and
 Use of Proceeds.

9Item
 3.

Defaults Upon
Senior Securities.

10Item
 4.

Submission of
Matters to a Vote of Security
 Holders.

10Item
 5.

Other
Information.

10Item
 6.

Exhibits.

102

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 SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

November 30,
 2008

May 31,
 2008(UNAUDITED)ASSETSCURRENT ASSETSCash and cash
equivalents

$
272,995

$
476,642Available-for-sale
security


7,686


7,686Accounts receivable, less
allowance for
 doubtful accounts of $251,234 and $203,309


3,190,516


3,081,791Other receivables, less
allowance for
 doubtful accounts


286,695


750,423Due from employees


6,020


22,332Costs and estimated earnings in
excess of
 billings on uncompleted contracts


573,454


638,147Inventories


1,545,116


1,430,315Prepaid expenses


54,755


90,782Prepaid income taxes


240,221


229,400Deferred tax asset


72,298


187,206TOTAL CURRENT ASSETS


6,249,756


6,914,724PROPERTY AND EQUIPMENT,
NET


1,198,342


1,355,807OTHER ASSETSExcess of costs over net assets
of
 businesses acquired, net


143,866


143,866Other assets


58,040


51,144TOTAL OTHER ASSETS


201,906


195,010TOTAL ASSETS

$
7,650,004

$
8,465,541LIABILITIES AND
STOCKHOLDERS EQUITYCURRENT LIABILITIESCredit Line

$
150,000


Accounts payable


988,209

$
1,382,721Accrued liabilities


691,626


683,674Current maturities of long-term
debt


93,912


111,460Current obligations under
capital leases


35,019


71,553Deferred revenue


151,146


133,342Billings in excess of costs and
estimated
 earnings on uncompleted contracts


582,542


629,227TOTAL CURRENT
LIABILITIES

$
2,692,454

$
3,011,977LONG-TERM LIABILITIESDeferred tax liability





99,375Long-term debt


75,738


117,984Long-term debt under capital
leases


2,673


14,654TOTAL LONG-TERM
LIABILITIES


78,411


232,013TOTAL LIABILITIES


2,770,865


3,243,990COMMITMENTS AND CONTINGENCIES
(NOTE 3)STOCKHOLDERS
EQUITYCommon stock; $.01 par value;
20,000,000
 shares authorized; 12,661,358 shares issued and 11,414,926 outstanding


114,150


114,150Additional paid-in
capital


220,646


220,646Retained earnings


5,054,875


5,397,287Treasury stock, 1,246,432 shares
at cost


(510,532
)

(510,532
)TOTAL STOCKHOLDERS
EQUITY


4,879,139


5,221,551TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY

$
7,650,004

$
8,465,541See
 accompanying notes.3

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

For the
 Three Months Ended
 November 30

For the
 Six Months Ended
 November 302008

2007

2008

2007REVENUES EARNED

$
4,859,514

$
5,664,212

$
10,437,435

$
10,467,393COST OF REVENUES
EARNED


3,731,270


4,180,448


7,812,509


7,639,713GROSS PROFIT


1,128,244


1,483,764


2,624,926


2,827,680SELLING, GENERAL AND
ADMINISTRATIVE
 EXPENSES


1,490,492


1,310,987


2,945,214


2,647,550(LOSS) INCOME FROM OPERATIONS
BEFORE OTHER
 INCOME (EXPENSES)


(362,248
)

172,777


(320,288
)

180,130OTHER INCOME
(EXPENSES)Interest income


453


3,625


1,008


15,762Other income


2,406


3,166


4,881


3,166(Loss) Gain on disposal of
property and
 equipment


(3,245
)

5,392


(3,245
)

5,392Interest expense


(4,515
)

(5.337
)

(9,233
)

(19,572
)TOTAL OTHER INCOME
(EXPENSES)


(4,901
)

6,846


(6,589
)

4,748(LOSS) INCOME BEFORE INCOME
TAXES


(367,149)



179,623


(326,877
)

184,878INCOME TAXESBenefit
(Provision) for income taxes





(69,290
)

(15,535
)

(71,317
)Deferred federal and state
income taxes











Total income taxes





(69,290
)

(15,535
)

(71,317
)NET (LOSS) INCOME

$
(367,149
)
$
110,333

$
(342,412
)
$
113,561NET (LOSS) INCOME PERSHARE - BASIC


($
0.03
)
$
0.01

($
0.03
)
$
0.01- DILUTED


($
0.03
)
$
0.01

($
0.03
)
$
0.01WEIGHTED AVERAGE
SHARESOUTSTANDING
- BASIC


11,414,926


11,414,926


11,414,926


11,414,926- DILUTED


11,414,926


11,664,926


11,414,926


11,664,926See
 accompanying notes.4

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

For the Six Months Ended
November 30,

2008

2007CASH FLOWS FROM OPERATING
ACTIVITIESNet (loss)
income

$
(342,412
)
$
113,561Adjustments to reconcile net
(loss) income
 to net cash flows used by operating activities:Depreciation and
amortization


230,843


199,158Gain on disposal of
asset


(3,245
)

(5,392
)Provision for doubtful
accounts


54,500


7,290Deferred income taxes


12,202


(993
)Changes in assets (increase)
decrease:Accounts receivable


(156,649
)

102,363Other receivables


463,728


159,520Due from employees


16,312


(7,731
)Costs and estimated earnings in
excess of
 billings on uncompleted contracts


64,693


(344,104
)Inventories


(114,801
)

(323,040
)Prepaid expenses


36,027


(28,755
)Prepaid income taxes


(10,821
)

(406,000
)Other assets


(6,896
)

1,753Changes in liabilities increase
(decrease):Accounts payable


(394,512
)

269,183Accrued liabilities


7,952


(404,141
)Deferred revenues


17,804


11,952Billings in excess of costs and
estimated
 earnings on uncompleted contracts


(46,685
)

284,012Provision for income taxes
payable





72,309Net cash used by operating
activities


(171,960
)

(299,055
)CASH FLOWS FROM INVESTING
ACTIVITIESPurchases of
property and equipment


(73,378
)

(475,146
)Net cash used by investing
activities


(73,378
)

(475,146
)CASH FLOWS FROM FINANCING
ACTIVITIESProceeds from credit
line


150,000


Proceeds from notes
payable





83,172Repayments on notes
payable


(59,794
)

(57,613
)Payments on capital lease
obligations


(48,515
)

(53,479
)Stock repurchase





(486,414
)Net cash provided by financing
activities


41,691


(514,334
)NET DECREASE IN CASH AND
EQUIVALENTS


(203,647
)

(1,288,535
)CASH, beginning of
period


476,642


2,073,246CASH AND EQUIVALENTS, end of
period

$
272,995

$
784,711SUPPLEMENTAL
DISCLOSURESInterest paid

$
9,233

$
19,572Interest received

$
1,008

$
15,762Treasury stock
purchase

$


$
486,414Income taxes paid

$


$
406,000NON-CASH FINANCING
TRANSACTIONThe company purchased equipment
by
 Incurring new note payable obligation of

$


$
83,172See
accompanying notes.

5

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 (the Company) have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information and with rules and regulations of
the United States Securities and Exchange Commission. Accordingly, they do not include
all of the information and footnotes required by accounting principles
generally accepted in the United States of America 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 six months ended November 30, 2008,
may not necessarily be indicative of the results that may be expected for the
year ended May 31, 2009.

NOTE 2. USE OF
ESTIMATES

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, 2008, appearing in the Companys Form 10-KSB/A filed with the
Securities and Exchange Commission.

NOTE 3.
COMMITMENTS AND CONTINGENCIES

1. The case is filed with the 11th Judicial Circuit
Court in
Miami-Dade County, Florida, Case No. 04-8784. On or about May 12, 2001 Siemens
Building Technologies Inc. Siemens and Edd Helms Group, Inc. Helms entered
into a subcontract for the installation of a fire alarm system at the
Fontainebleau 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 the Company and its surety, XL Surety Specialists. The
surety responded and filed an action against Helms for indemnification under
the bond. The Siemens claim is in excess of $500,000. The opinion of management
is that the Company will be successful in the prosecution of the claim and the
defense of the counterclaim and at this time, the Companys legal counsel has
indicated that there is no reason to believe that there will be any material adverse
effect on the Company. We do not believe that the ultimate result of the case
will have a material adverse effect on the financial condition of the Company.

6

NOTE 4. NET
(LOSS) INCOME PER COMMON SHARE

Net (loss) 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
six months ended November 30, 2008 were antidilutive, but dilutive and considered
common stock equivalents for purposes of computing diluted income per common
share for the six months ended November 30, 2007. There has been no activity
with respect to stock options.

NOTE 5.
CONDENSED SEGMENT INFORMATION

The following condensed segment information for the six months
ended
November 30, 2008, includes allocations of certain costs, including overhead
and shared services which are allocated based on revenues, payroll and other
factors. Any variances from the 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. The
business unit DataTelcom, previously reported, is currently on idle. The market
has slowed to a point where management believes the return is not worth the
investment in resources. Based on the new technologies available in the
marketplace, management expects that the business will come back strong within
the next fiscal year and intends to continue operating. Currently, work of this
nature, excluding any tower climbing, is being handled out of our Electric
segment. The retrofit market in the cellular industry is technology and budget
dependent, with each cellular company trying to one up its competition. We are
positioned to take advantage of this opportunity when the marketplace returns
with profitable work. The business unit EH Showrooms, previously reported, has
ceased operations due to poor economic conditions and the impact this has on
consumer spending.

Electric

HVAC

Marine

TotalRevenues earned

$
5,627,420

$
4,069,234

$
740,781

$
10,437,435Cost of revenues
earned


(4,283,036
)

(3,049,010
)

(480,463
)

(7,812,509
)Gross margins


1,344,384


1,020,224


260,318


2,624,926Expenses


(1,514,444
)

(1,110,558
)

(342,336
)

(2,967,338
)Loss before income
taxes

$
(170,060
)
$
(90,334
)
$
(82,016
)
$
(342,412
)Item
 2.
Managements
 Discussion and Analysis or Plan of Operation.SAFE HARBOR
STATEMENT

Certain statements in this Form 10-Q, 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-Q 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.

7

Item
 3.
Quantitative
 and Qualitative Disclosures about Market RiskRESULTS OF OPERATIONS

REVENUES
EARNED

Revenues for the six months ended November 30, 2008 as compared to
November 30, 2007, were approximately the same. While the residential market in
South Florida has slowed the commercial retrofit market remains stable. In
addition, we have secured one large commercial hotel project and other mid-size
commercial jobs. The lost residential work, as a result of the poor economy,
has been replaced by commercial work. Currently, we have a large backlog of work
and expect revenues to exceed prior year in the next quarter. Through building
relationships and providing quality service we continue to be a contractor of
choice in South Florida.

COST OF
REVENUES EARNED

Costs of revenues earned as a percentage of revenues for the six
months
ended November 30, 2008 as compared to November 30, 2007 increased 1.8%, from
73.0% to 74.8%. The increase can be attributed to lower selling margins in the
residential market due to increased competition as a result of a tight economy.
Commercial projects have increased in number and size. These larger projects
have lower margins as compared to our typical niche business, but revenues
generated per project are larger.

SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased by 10.0%
for the
six months ended November 30, 2008 as compared to November 30, 2007. The
increase relates to increased legal fees for the Siemens case, consulting fees,
salaries and related expenses, the cost of fuel, unbudgeted advertising and
warehouse expenses.

NET LOSS

The net loss for the six months ended November 30, 2008 was less
than
budgeted. We continue to 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 decreased by approximately $209,806 from May 31,
2008
to November 30, 2008. Our ratio of current assets to current liabilities for
the period ended November 30, 2008 was 2.39, as compared to a ratio of 2.30 at
May 31, 2008. Compared to May 31, 2008, our cash balance as of November 30,
2008 decreased by $203,647, our accounts receivable increased by $156,650 and
our accounts payable decreased by $394,512. 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 balance on our line of credit at
November 30, 2008, in the amount of $150,000. We do expect, if necessary, to
use our credit line as it may be needed from time-to-time to meet short-term
working capital needs. 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.

8

During the quarter ended November 30, 2008, equipment was acquired
with
proceeds from debt.

Item 4.
Controls and
 Procedures.(a) 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, 2008. 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.

(b) 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings1. The case is filed with the 11th
Judicial Circuit Court in Miami-Dade County, Florida Case No. 04-8784. On or about May 12, 2001 Siemens Building
Technologies Inc. (Siemens) and Edd Helms Group Inc. (Helms) entered into a
subcontract for the installation of a fire alarm system at the Fontainebleau
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 the
Company and its surety, XL Surety Specialists. The surety responded and filed
an action against Helms for indemnification under the bond. The Siemens claim
is in excess of $500,000. The opinion of management is that the Company will be
successful in the prosecution of the claim and the defense of the counterclaim
and at this time, the Companys legal counsel has indicated that there is no
reason to believe that there will be any material adverse effect on the
Company. We do not believe that the ultimate result of the case will have a
material adverse effect on the financial condition of the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.During the six
months ended November 30, 2008, there were no changes.

9

Item 3.
Defaults
 Upon Senior Securities.Not
applicable.

Item 4.
Submission
 of Matters to a Vote of Security Holders.On November 3, 2008, the Board of Directors approved a reverse
stock
split for one share for each 2,000 shares of common stock presently issued and
outstanding along with a $0.40 cash payment for all remaining fractional
shares. On November 3, 2008, the Board of Directors approved a plan to reduce
the number of shareholders in order to discontinue operating as a reporting
company under the Securities Exchange Act of 1934. Subsequently, on November
10, 2008, the Company filed a Preliminary Information Statement with the
commission to begin the process of privatization.

Item 5.
Other
 Information.None.

Item 6. Exhibits and Reports on Form 8-K.(A) Exhibits

3(i)
Articles of
 Incorporation by reference to Form 10-KSB/A filed on January 15, 20093(ii)
Bylaws by
 reference to Form 10-KSB/A filed on January 5, 200931.1
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

Current
reports on Form 8-K filed with the commission on December 1, 2008, which
included a reverse stock split effective November 3, 2008 and a filing of a
preliminary information statement with the commission on November 10, 2008.

None.

10

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 OFFICERDate:
 January 10, 2009In accordance with the Exchange Act, this report has been signed
by 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 OFFICERAND DIRECTORBy: /s/ Dean
 A. GoodsonDEAN A.
 GOODSONCHIEF
 FINANCIAL OFFICERBy: /s/
 L. Wade HelmsL. WADE
 HELMSEXECUTIVE
 VICE PRESIDENT, SECRETARY,TREASURER
 AND DIRECTORBy: /s/
 Walter RevellWALTER
 REVELLDIRECTORBy: /s/
 Edward McCarthyEDWARD
 MCCARTHYDIRECTORBy: /s/ John
 SalvaggioJOHN
 SALVAGGIODIRECTORDate:
 January 10, 200911