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                                 UNITED STATES               OMB APPROVAL
                     SECURITIES AND EXCHANGE COMMISSION ------------------------
                             Washington, D.C. 20549     OMB Number:3235-0416
                                                        ------------------------
                                  FORM 10-QSB           Expires: April 30, 2003
                                                        ------------------------
                                                        Estimated average burden
                                                        hours per response: 32.0
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(Mark One)

[X] QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
    ACT OF 1934
                         For the quarterly period ended February 28, 2001

[ ] TRANSITION REPORT PURSUANT 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)

(Former name, former address and former fiscal year, if changed since last
report.)

12,581,608 shares of common stock, par value $.01 per share, were outstanding at
April 12, 2001.

Transitional Small Business Disclosure Format (Check one): Yes[__]  No[__]
<PAGE>

EDD HELMS GROUP, INC.
AND SUBSIDIARIES

FORM 10-QSB

INDEX
                                                                            PAGE

PART I - FINANCIAL INFORMATION

Item 1-Consolidated Financial Statements (unaudited)
         Consolidated Balance Sheet (unaudited)- February 28, 2001 and 2000    1
         Consolidated Statements of Income and Other Comprehensive Income
           (unaudited)- Three and Nine Months ended February 28, 2001 and 2000 2
         Consolidated Statements of Cash Flows (unaudited)- Nine Months ended
           February 28, 2001 and 2000                                          3
         Notes to Consolidated Financial Statements (unaudited)                4

Item 2-Management's Discussion and Analysis or Plan of Operation               5

PART II - OTHER INFORMATION

Item 1 -Legal Proceedings                                                      6

Item 2 -Changes in Securities                                                  6

Item 3 -Defaults Upon Senior Securities                                        6

Item 4 -Submission of matters to a Vote of Securities Holders                  7

Item 5 -Other Information                                                      7

Item 6 -Exhibits and reports on Form 8-K                                       7
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1-Consolidated Financial Statements (unaudited)

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

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
FEBRUARY 28,                                                  2001       2000
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                 $1,086,389    199,095
Restricted cash - certificate of deposit                      10,000     10,000
Accounts receivable, less allowance for doubtful accounts
  of $ 47,185 and $ 49,502                                 2,731,019  1,248,483
Available-for-sale equity security, at fair market value      14,783       -
Due from employees                                            12,624     12,796
Costs and estimated earnings in excess
  of billings on uncompleted contracts                       277,220    312,969
Inventories                                                  672,933    621,714
Refundable income taxes                                         -        36,828
Prepaid expenses                                              79,663     76,676
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                       4,884,631  2,518,561
--------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                                  896,410    761,835
--------------------------------------------------------------------------------
OTHER ASSETS
Excess of cost over net assets of businesses acquired, net   187,030    227,253
Deferred income taxes less valuation allowance of $294,678      -          -
Other                                                          9,439     13,561
--------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                           196,469    240,814
--------------------------------------------------------------------------------
TOTAL ASSETS                                              $5,977,510 $3,521,210
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt                      $  235,341 $  341,415
Credit arrangement                                              -          -
Accounts payable                                           1,387,262    419,618
Accrued liabilities                                          232,976    199,813
Deferred revenue                                                -         3,445
Billings in excess of costs and estimated earnings
  on uncompleted contracts                                 1,338,127    442,429
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                  3,193,706  1,406,720

LONG-TERM DEBT                                               232,158    260,485
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                          3,425,864  1,667,205
--------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 20,000,000 shares
  authorized; 12,673,995 and 12,562,100 issued
  and outstanding                                            126,740    125,621
Additional paid-in capital                                   186,946    183,854
Retained earnings                                          2,341,107  1,544,530
Treasury stock, 92,387 shares at cost                         (3,890)      -
Accumulated other comprehensive income                       (99,257)      -
--------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                 2,551,646  1,854,005
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $5,977,510 $3,521,210
================================================================================
See accompanying notes.

                                       1
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME (UNAUDITED)
                              Three Months Ended           Nine Months Ended
                                 February 28,                February 28,
                                 2001          2000          2001        2000
--------------------------------------------------------------------------------
REVENUES EARNED             $ 5,024,275   $ 3,179,713   $15,090,263 $ 8,618,773
COST OF REVENUES EARNED       3,805,348     2,174,636    11,707,799   6,169,024
--------------------------------------------------------------------------------
GROSS PROFIT                  1,218,927     1,005,077     3,382,464   2,449,749
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES        883,983       727,352     2,506,072   2,070,576
--------------------------------------------------------------------------------
INCOME (LOSS) FROM
 OPERATIONS                     334,944       277,725       876,392     379,173
--------------------------------------------------------------------------------
INTEREST AND OTHER
Interest income                   8,443           107        17,657       8,831
Interest expense                (10,187)      (10,121)      (46,389)    (22,670)
Sale of telephone number           -             -          163,867        -
--------------------------------------------------------------------------------
TOTAL INTEREST AND OTHER         (1,744)      (10,014)      135,135     (13,839)
--------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES      333,200       267,711     1,011,527     365,334
--------------------------------------------------------------------------------
INCOME TAXES
Provision for federal and
 state income taxes            (103,292)         -         (313,573)    (22,382)
Tax benefit from utilization
 of net operating
 loss carryforward              103,292          -          313,573     (22,222)
--------------------------------------------------------------------------------
INCOME TAXES                       -             -             -           (160)
--------------------------------------------------------------------------------
NET INCOME                  $   333,200    $  267,711    $1,011,527 $   365,174
================================================================================

OTHER COMPREHENSIVE INCOME
NET INCOME                  $  333,200     $  267,711    $1,011,527 $   365,174
UNREALIZED LOSS ON
 AVAILABLE-FOR-SALE
 EQUITY SECURITY                  -             -           (99,257)       -
--------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME  $  333,200    $  267,711     $  912,270  $  365,174
================================================================================

PER SHARE OF COMMON STOCK
 (BASIC AND DILUTED)            $ 0.03        $ 0.03         $ 0.08      $ 0.03
================================================================================
*WEIGHTED AVERAGE SHARES
 OUTSTANDING (BASIC
 AND DILUTED)               12,673,995    12,662,160     12,673,995  12,218,741

* Outstanding shares were retroactively restated to reflect the merger
================================================================================
See accompanying notes.

                                       2
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended February 28,                        2001        2000
--------------------------------------------------------------------------------
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net income                                                $1,011,527 $  365,174
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                                230,069    176,115
Available-for-sale equity security received
  for phone number                                          (113,866)      -
Changes in assets (increase) decrease:
Accounts receivable                                       (1,163,855)  (315,080)
Income taxes receivable                                         -       (36,828)
Other receivables                                              2,559       -
Costs and estimated earnings in excess
  of billings on uncompleted contracts                        34,333   (137,510)
Inventories                                                 (206,883)   (93,223)
Prepaid expenses and other current assets                    (46,092)   (11,908)
Other assets                                                    -        (8,223)
Changes in liabilities increase (decrease):
Accounts payable                                             500,228     10,875
Customer deposits                                            (35,617)   (56,092)
Accrued liabilities                                          ( 2,425)  (142,750)
Income taxes payable                                             -         (160)
Deferred revenues                                                -       (1,149)
Billings in excess of costs and estimated
  earnings on uncompleted contracts                        1,174,907    300,187
--------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES                      1,384,885     49,428
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                          (274,093)  (336,126)
--------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                       (274,093)  (336,126)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes                              194,003    343,257
Principal payments on long-term debt and notes payable      (178,507)  (160,198)
Proceeds from credit line                                   (401,814)      -
Cash received for stock in merger                                -        5,601
--------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   (386,318)   188,660
--------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                    724,474   ( 98,038)
CASH AND CASH EQUIVALENTS - BEGINNING                        361,915    297,133
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS - ENDING                        $1,086,389 $  199,095
================================================================================
See accompanying notes.
                                       3
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
NINE MONTHS ENDED FEBRUARY 28, 2001 AND 2000
(UNAUDITED)

Supplemental disclosures of non-cash investing and financing transactions:
Interest paid                                             $   46,389    $12,549
Interest received                                             17,657      5,552
Receipt of available-for-sale equity security in connection
  with sale of telephone number                              113,866       -
Issuance of note payable in connection with
purchases of property and equipment                             -       133,443
Issuance of common stock in connection with
  merger:
Certificate of deposit                                          -       (10,000)
Accounts receivable                                             -          (824)
Deferred tax asset                                              -      (179,176)
Deposits                                                        -        (2,265)
Other assets                                                    -          (539)
Goodwill                                                        -      (178,622)
Assumption of liabilities                                       -        69,334
Intercompany account                                            -        50,125
--------------------------------------------------------------------------------
See accompanying notes.


                                       4
<PAGE>

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

NOTE 1.   GENERAL

The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the
Securities and Exchange Commission and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the Company has made all
adjustments necessary for a fair presentation of the results of the interim
periods, and such adjustments consist of only normal recurring adjustments. The
results of operations for such interim periods are not necessarily indicative of
results of operations for a full year.

The preparation of 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.

NOTE 2.   RECLASSIFICATION

Certain amounts recorded in the nine months ended February 28, 2001, have been
reclassified to conform to the current period presentation.

NOTE 3.   AMORTIZATION

Goodwill representing the acquisition of a communication business acquired
during the fiscal year ended May 31, 1999, is being amortized over 15 years
using the straight-line method. Goodwill resulting from the merger is being
amortized over 5 years using the straight-line method.

NOTE 4.  SALE OF TELEPHONE NUMBER

During the quarter ended August 31, 2000, the Company sold a telephone number
used in the fax-mail division. The sales price was represented by the receipt of
marketable securities valued at $114,040 and cash of $49,827, for a total of
$163,867. This entire amount was reflected as income.

NOTE 5.   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. There are no common stock equivalents resulting
from dilutive stock options.

NOTE 6.   CONDENSED SEGMENT INFORMATION

The following condensed segment information includes allocations of certain
costs, including overhead and shared services which are allocated based on
revenues, payroll and other factors. These agreed-upon amounts between the
segments may differ from amounts that would be negotiated in an arms-length
transaction.
                                             Air
                               Electric  Conditioning   Fax-mail       Total
-------------------------------------------------------------------------------
Revenues earned -           $10,793,892  $ 4,134,469  $ 161,902    $ 15,090,263
Cost of revenues earned      (8,413,510)  (3,202,269)   (92,020)    (11,707,799)
-------------------------------------------------------------------------------
Gross margins                 2,380,382      932,200     69,882       3,382,464
Expenses                     (1,534,311)    (913,327)   (87,166)     (2,534,804)
Sale of telephone number           -            -       163,867         163,867
-------------------------------------------------------------------------------
Income before income taxes  $   846,071  $    18,873  $ 146,583    $  1,011,527
===============================================================================

                                       5
<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 Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations constitute 'forward-looking
statements' within the meaning of the Private Securities Litigation Reform Act
of 1995 (the Act). Edd Helms Group, Inc. desires to avail itself of certain
'safe harbor' provisions of the Act and is therefore including this special note
to enable us to do so. Forward-looking statements in this Form 10-QSB or
hereafter 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
management's best estimates based upon current conditions and most recent
results of operations.

REVENUES EARNED

Revenues for the three months ended February 28, 2001, as compared to the three
months ended February 29, 2000, increased $1,844,462 by approximately 58%.
Revenues for the nine months ended February 28, 2001, increased $6,471,490 or
75% over revenues for the same nine-month period of 2000. The increase is a
result of a general increase of business, in particularly contract work,
including a major construction project in Hallandale, Florida, and a major data
communications project at the same location. We have an ongoing aggressive
advertising campaign which effected an increase in service business and we
believe some of these increases are due to our advertising campaign, with the
balance the result of referrals and previously satisfied customers.

COST OF REVENUES EARNED

Costs of revenues earned increased $1,630,712, approximately 75% for the three
months ended February 28, 2001, as compared to the same period in 2000. Costs of
revenues for the nine months ended February 28, 2001, increased $5,538,775 or
90% over costs of revenues for the same nine-month period of 2000. Even though
there was an increase in costs, attributable to the increase in revenues, the
gross profit for the period increased $932,715, approximately 38% compared to
the same period in 2000.

Selling, general and administrative expenses increased $156,631, approximately
22%, in the three months ended February 28, 2001, as compared to the same period
in 2000. Selling, general and administrative expenses for the nine months ended
February 28, 2001, increased $435,496 or 21% over selling, general and
administrative expenses for the same nine-month period of 2000. Most of the
selling, general and administrative expenses remained the same or varied
slightly with general upward trends nationwide. However, a few expenses
increased significantly resulting in major fluctuations of approximately
$435,000 as compared to the same period in 2000. These expenses were:

     General inflationary increases                             $ 26,000
     Personnel added, including benefits                         350,000
     Increased educational expenses                               30,000
     Increased communication expenses                             10,000
     Other items                                                  19,000
                                                                 -------

                                                                $435,000
                                                                ========

NET INCOME

Net income increased $65,489, approximately 24% in the three-month period ended
February 28, 2001, as compared to the three-month period ended February 28,
2000. Net income for the nine months ended February 28, 2001, increased $646,193
or 177% over net income for the same nine-month period of 2000. This increase is
a result of the increased revenue derived from electrical service, datacom
service, air conditioning service, and from the large construction and data
communications project located in Hallandale, Florida.

LIQUIDITY AND CAPITAL RESOURCES

We had working capital of approximately $1,690,925 and a ratio of current assets
to current liabilities of approximately 1.5 to 1 at February 28, 2001. This
compares with the February 29, 2000, working capital of approximately $1,111,841
and a ratio of current assets to current liabilities of 1.8 to 1. Compared to
the same quarter last year, cash balances increased about $887,300. Accounts
receivable increased by approximately $1,482,500. Accounts payable increased by
approximately $967,600.

Historically, prior to the merger, we financed our operations and growth with
internally generated working capital. Our primary requirement for capital (other
than that related to any future acquisition) consists of purchasing vehicles,
inventory and supplies used in the operation of the business.

Our credit line was increased to $750,000 immediately following the end of the
quarter. On December 18, 2000, we paid off approximately $476,814 that had been
drawn down on our line of credit. In doing this, we have met one of the
requirements of the loan covenants with the lending institution which calls for
a thirty-day clean-up of the credit line during the year. We expect to use the
credit line as it may be needed from time to time for short-term working
capital.

                                       6
<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On July 26, 2000, a former employee, filed suit for breach of his employment
agreement. The matter is pending in the Circuit Court of the Eleventh Judicial
Circuit, in and for Miami-Dade County, Florida. The former employee is seeking
compensatory damages, interest and attorneys' fees and costs, as well as a
declaratory judgment as to the restrictive covenant contained within the
employment agreement. We have denied the allegations set forth in the
complaint. An agreed order granting Defendant's Motion to Dismiss, without
prejudice, has been submitted to the Court for entry. Discovery in this action
has not yet commenced.

The same former employee filed a charge of discrimination with the Equal
Employment Opportunity Commission against us, alleging that he was
discriminated against, in violation of the Americans With Disabilities Act of
1990, as amended. Our "Position Statement" regarding this "Charge of
Discrimination" was filed in a timely manner and submitted to the Equal
Employment Opportunity Commission on November 8, 2000.

On March 16, 2001, The Equal Employment Opportunity Commission issued a Letter
of Determination that the evidence obtained during their investigation
establishes that there is reasonable cause to believe that a violation of the
statute has occurred. We were not previously invited to make a statement before
the Commission but have now been invited to join with it in reaching a
resolution of this matter. The Company continues to deny the allegations set
forth in the complaint. However, the "Letter of Determination" issued by the
Commission can be used by the former employee if we continue to defend our
position in the court room. We continue to deny the allegations as set forth in
the complaint and intend to vigorously defend against the former employee's
claims.

Item 2. Changes in Securities

During the quarter ended there were no changes.

Item 3.  Defaults Upon Senior Securities

Not applicable.

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

No matters were submitted to a vote.

Item 5.  Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits - 27 Financial Data Schedule

(b)      Reports on Form 8-K - None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

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

Date   4-13-2001                          /s/  W. Edd Helms, Jr.
     ----------------                     ----------------------
                                          W. EDD HELMS, JR.
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                       7