UNITED STATES               OMB APPROVAL
                     SECURITIES AND EXCHANGE COMMISSION -----------------------
                             Washington, D.C. 20549     OMB Number:3235-0416
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                                  FORM 10-QSB           Expires: April 30,2003
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                                                        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 August 31, 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.)

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[ X ] No[__]

12,673,995 shares of common stock, par value $.01 per share, were outstanding
at the close of business on October 22, 2001.

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-Consolidated Financial Statements (Unaudited)
         Consolidated Balance Sheet - August 31, 2001 and 2000 (Unaudited)    1
         Consolidated Statements of Income and Other Comprehensive Income-
           Three Months ended August 31, 2001 and 2000 (Unaudited)            2
         Consolidated Statements of Cash Flows - Three Months
           ended August 31, 2001 and 2000 (Unaudited)                         3
         Notes to Consolidated Financial Statements                           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                 6
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)
August 31,                                                    2001       2000
-------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                  $ 395,214  $ 386,071
Restricted cash-certificate of deposit                        10,000     10,000
Accounts receivable, less allowance for doubtful accounts
  of $ 61,102 and $ 67,582                                 1,529,720  1,822,365
Available-for-sale equity security, at fair market value       4,298     86,970
Due from employees                                            23,348     14,022
Costs and estimated earnings in excess
  of billings on uncompleted contracts                     1,526,490    230,089
Inventories                                                  801,954    543,724
Prepaid expenses                                              33,167     55,882
-------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                       4,324,191  3,149,123
-------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                                1,052,695    793,961
-------------------------------------------------------------------------------
OTHER ASSETS
Excess of cost over net assets of businesses acquired, net   166,918    207,142
Deferred income taxes                                        753,089     64,408
Other                                                         11,515     12,134
-------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                           931,522    283,684
-------------------------------------------------------------------------------

TOTAL ASSETS                                              $6,308,408 $4,226,768
===============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt                      $  285,674 $  289,193
Credit arrangement                                              -       476,814
Accounts payable                                           1,252,423    734,454
Accrued liabilities                                          605,891    254,782
Billings in excess of costs and estimated earnings
  on uncompleted contracts                                   437,665    468,087
Deferred income taxes                                         80,476     64,408
-------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                  2,662,129  2,287,738

LONG-TERM DEBT                                               154,594    138,582
-------------------------------------------------------------------------------
TOTAL LIABILITIES                                          2,816,723  2,426,320
-------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 20,000,000 shares
  authorized; 12,673,995 issued and 12,673,995
  and 12,581,608 outstanding in 2001 and 2000,
  respectively                                               126,740    126,740
Additional paid-in capital                                   186,946    186,946
Retained earnings                                          3,249,131  1,517,722
Treasury stock, 92,387 shares at cost                         (3,890)   (3,890)
Accumulated other comprehensive loss                         (67,242)  (27,070)
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TOTAL STOCKHOLDERS' EQUITY                                 3,491,685  1,800,448
-------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $6,308,408 $4,226,768
===============================================================================
See accompanying notes.

                                       1
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
(UNAUDITED)
For the three Months Ended August 31,                         2001       2000
-------------------------------------------------------------------------------
REVENUES EARNED                                           $5,252,212 $3,169,664
COST OF REVENUES EARNED                                    3,982,290  2,363,541
-------------------------------------------------------------------------------
GROSS PROFIT                                               1,269,922    806,123
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES               1,015,539    768,989
-------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                       254,383     37,134
-------------------------------------------------------------------------------
INTEREST AND OTHER
Interest income                                                5,750     4,578
Interest expense                                             ( 5,843)  (17,438)
Sale of telephone number                                        -      163,867
Gain (loss) on disposal of property and equipment            ( 6,065)     -
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TOTAL INTEREST AND OTHER                                     ( 6,158)  151,007
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INCOME BEFORE INCOME TAXES                                   248,225   188,141
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INCOME TAXES
Provision for federal and state income taxes                 (86,879)  (65,849)
Tax benefit from utilization of net operating
  loss carryforward                                            -       65,849
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INCOME TAXES                                                 (86,879)     -
-------------------------------------------------------------------------------
NET INCOME                                                $  161,346 $ 188,141
===============================================================================
OTHER COMPREHENSIVE INCOME

NET INCOME                                                $  161,346 $ 188,141

UNREALIZED HOLDING LOSS ON AVAILABLE-FOR-SALE
  EQUITY SECURITIES ARISING DURING THE PERIOD,
  LESS INCOME TAXES                                          ( 1,126)  (27,070)
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TOTAL COMPREHENSIVE INCOME                                $  160,220 $ 161,071
===============================================================================
PER SHARE OF COMMON STOCK (BASIC AND DILUTED)                 $ 0.01     $ 0.01
===============================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC
  AND DILUTED)                                            12,673,995 12,581,608
===============================================================================
See accompanying notes.

                                       2
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the three Months Ended August 31,                        2001        2000
-------------------------------------------------------------------------------
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net income                                                $  161,346 $ 188,141
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                                 79,352    69,935
Available-for-sale equity security received for phone number    -     (114,040)
Changes in assets (increase) decrease:
Accounts receivable                                          447,788  (255,201)
Costs and estimated earnings in excess
  of billings on uncompleted contracts                    (1,043,722)   81,464
Inventories                                                 (195,090)  (77,674)
Prepaid expenses and other current assets                    ( 7,347)  (25,665)
Other assets                                                    -       (1,994)
Deferred income taxes                                          6,402      -
Changes in liabilities increase (decrease):
Accounts payable                                              33,547  (101,998)
Customer deposits                                            ( 6,729)  (35,617)
Accrued liabilities                                          128,409   (31,202)
Deferred revenues                                            ( 2,560)     -
Deferred income taxes                                         80,476      -
Billings in excess of costs and estimated
  earnings on uncompleted contracts                         (352,591)  304,867
-------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES                       (670,719)    1,016
-------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                          (248,979)  (31,621)
-------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                       (248,979)  (31,621)
-------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes                              118,240   104,506
Principal payments on long-term debt and notes payable       (93,285)  (49,746)
-------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     24,955    54,760
-------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                   (894,743)   24,155
CASH AND CASH EQUIVALENTS - BEGINNING                      1,289,957   361,916
-------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS - ENDING                        $  395,214 $ 386,071
===============================================================================
Supplemental disclosures of non-cash investing and financing transactions:

Interest paid                                              $  5,843    $ 17,438
Interest received                                             5,750       4,578
Receipt of available-for-sale equity security in connection
  with sale of telephone number                                -        114,040
-------------------------------------------------------------------------------
See accompanying notes.

                                       3
<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 three months ended August 31, 2000, 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.   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 5.   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 -           $ 3,780,147 $ 1,428,714 $  43,351 $ 5,252,212
Cost of revenues earned      (2,972,610) (  979,017)  (30,663) (3,982,290)
-------------------------------------------------------------------------------
Gross margins                   807,537     449,697    12,688   1,269,922
Expenses                       (673,531)   (309,983)  (32,025) (1,015,539)
Other income and expense       (  6,158)       -         -     (    6,158)
-------------------------------------------------------------------------------
Income before income taxes  $   127,848 $   139,714 ($ 19,337)$   248,225
===============================================================================

                                       4
<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 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 August 31, 2001, as compared to the three
months ended August 31, 2000, increased by approximately 66%. The increase is a
result of a general increase of business, in particularly contract work,
including a major construction project in Hallandale, Florida. Additionally, we
signed a major contract in the wireless antenna industry. We have an ongoing
aggressive advertising campaign and 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 approximately 68% for the three months ended
August 31, 2001, as compared to the same period in 2000. Even though there was
an increase in costs, attributable to the increase in revenues, the gross profit
for the period increased compared to the same period in 2000. The increase in
costs of revenues was made up of direct job costs to include material and labor
plus additional administrative costs to manage the increased sales.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses increased significantly in the
three months ended August 31, 2001, as compared to the same period in 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
$246,650 as compared to the same period in 2000. These expenses were:

General inflationary increases                      $  10,000
Additional sales personal added, including benefits   235,000
Other items                                             1,650
                                                    ---------
                                                    $ 246,650
                                                    =========
NET INCOME

Net income decreased by approximately 14% in the three-month period ended
August 31, 2001, as compared to the three-month period ended August 31,
2000. The net profit this year was from operating profit whereas the net income
for the same quarter last year was increased as a result of the sale of a
telephone number to a fax-mail company for $163,867

LIQUIDITY AND CAPITAL RESOURCES

Edd Helms Group, Inc. had working capital of approximately $1,662,062 and a
ratio of current assets to current liabilities of approximately 1.6 to 1 at
August 31, 2001. This compares with the August 31, 2000, working capital of
approximately $861,385 and a ratio of current assets to current liabilities of
1.4 to 1. Compared to the same quarter last year, cash balances increased about
$9,000. Accounts receivable decreased by approximately $292,000 and accounts
payable increased by approximately $518,000.

Cash was used to purchase additional vehicles in the continuing upgrade of our
fleet of service vehicles as well as new software and hardware. Offsetting this
cash utilization was approximately $118,000 of proceeds from the issuance of
notes to finance the vehicle purchases.

Historically, we have financed our operation 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.

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 for property and equipment in the year ahead. At present we are
utilizing a portion of the our line of credit with a local bank.

                                       5
<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 same former employee filed a charge of discrimination with the
Equal Employment Opportunity Commission against the Company, alleging that he
was discriminated against, in violation of the Americans With Disabilities Act
of 1990, as amended. The Commission has issued a determination that there was
probable cause that the employee's rights may have been violated. The Commission
recommended that we have conciliation. We did not pursue reconciliation and have
elected to defend our position in the court.

On August 8, 2001, the former employee filed an amended complaint to include
alleged violations under the Americans with Disabilities Act and the Florida
Civil Rights Act. 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 denied the
allegations set forth in the complaint. On September 10, 2001, the case was
removed from the Circuit Court of the Eleventh Judicial District to the United
States District Court, Southern District of Florida. Discovery in this action
has not yet commenced.

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.

                                       6
<PAGE>

Item 5.  Other Information

None.

Item 6. Exhibits and 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 October 22, 2001                 /s/  W. Edd Helms, Jr.
     ----------------                 ----------------------
                                      W. EDD HELMS, JR.
                                      PRESIDENT AND CHIEF EXECUTIVE OFFICER


                                       7