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

                                  FORM 10-Q

(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, 2008

                                       or

[ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

                  For the transition period from ______ to ______.

                         Commission file number: 0-17978

                              EDD 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[__]

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 [__]                      Accelerated filer [__]

Non-accelerated filer   [__]                      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[__] No[X]

11,414,926 shares of common stock, par value $.01 per share, were outstanding at
the close of business on October 1, 2008.
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES



                                   FORM 10-Q

                                                                            PAGE
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
        Consolidated Balance Sheets (unaudited) - August 31, 2008.            2
        Consolidated Statements of Income (unaudited) - Three                 3
          months ended August 31, 2008 and August 31, 2007.
        Consolidated Statements of Cash Flows (unaudited) - Three             4
          months ended August 31, 2008 and August 31, 2007.
        Notes to Consolidated Financial Statements (unaudited).               5
Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations.                                         6
Item 3. Quantitative and Qualitative Disclosures about Market Risk.           6
Item 4. Controls and Procedures                                               6

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.                                                    7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.          7
Item 3. Defaults Upon Senior Securities.                                      7
Item 4. Submission of Matters to a Vote of Security Holders.                  7
Item 5. Other Information.                                                    7
Item 6. Exhibits.                                                             7



                                       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           August 31,         May 31,
CONSOLIDATED BALANCE SHEETS                        2008              2008
                                                (UNAUDITED)        (AUDITED)
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                          $431,106         $476,642
Available-for-sale security                           7,686            7,686
Accounts receivable, less allowance for doubtful
  accounts of $219,431 and $203,309               2,701,951        3,081,791
Other receivableS                                   737,310          750,423
Due from employees                                   16,375           22,332
Costs and estimated earnings in excess
  of billings on uncompleted contracts            1,133,814          638,147
Inventories                                       1,487,787        1,430,315
Prepaid expenses                                     68,908           90,782
Prepaid income taxes                                240,221          229,400
Deferred tax asset                                  238,675          187,206
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                              7,063,833        6,914,724
--------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                       1,252,785        1,355,807
--------------------------------------------------------------------------------
OTHER ASSETS
Excess of costs over net assets of businesses
 acquired, net                                      143,866          143,866
Other assets                                         50,515           51,144
--------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                  194,381          195,010
--------------------------------------------------------------------------------
TOTAL ASSETS                                     $8,510,999       $8,465,541
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                 $1,393,277       $1,382,721
Accrued liabilities                                 713,104          683,674
Current maturities of long-term debt                105,398          111,460
Current obligations under capital leases             52,073           71,553
Deferred revenue                                    196,130          133,342
Billings in excess of costs and estimated
  earnings on uncompleted contracts                 526,529          629,227
Income tax provision payable                         66,655                -
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                        $3,053,166       $3,011,977
--------------------------------------------------------------------------------
LONG-TERM LIABILITIES
Deferred tax liability                               99,722           99,375
Long-term debt                                       93,406          117,984
Long-term debt under capital leases                   7,362           14,654
--------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES                         200,490          232,013
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                 3,253,656        3,243,990
--------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (NOTE 3)

STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 20,000,000 shares
  authorized; 12,661,358 shares issued and
  11,414,926 outstanding                            114,150          114,150
Additional paid-in capital                          220,646          220,646
Retained earnings                                 5,433,079        5,397,287
Treasury stock, 1,246,432 shares at cost           (510,532)        (510,532)
--------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                        5,257,343        5,221,551
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $8,510,999       $8,465,541
================================================================================
See accompanying notes.



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

For the Three Months Ended August 31,             2008               2007
--------------------------------------------------------------------------------
REVENUES EARNED                                  $5,577,921       $4,803,181
COST OF REVENUES EARNED                           4,081,239        3,459,265
--------------------------------------------------------------------------------
GROSS PROFIT                                      1,496,682        1,343,916
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                           1,456,411        1,336,563
--------------------------------------------------------------------------------
INCOME FROM OPERATIONS
   BEFORE OTHER INCOME (EXPENSES)                    40,271            7,353
--------------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
Interest income                                         555           12,137
Other income                                          2,475                -
Interest expense                                     (4,718)         (14,235)
--------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSES)                        (1,688)          (2,098)
--------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                           40,272            5,255
--------------------------------------------------------------------------------
INCOME TAXES
Provision for income taxes                           15,535            2,027
--------------------------------------------------------------------------------
Total income taxes                                   15,535            2,027
--------------------------------------------------------------------------------
NET INCOME                                          $24,737           $3,228
================================================================================
NET INCOME PER
 SHARE - BASIC                                      $  0.00           $ 0.00
       - DILUTED                                    $  0.00           $ 0.00
================================================================================
 WEIGHTED AVERAGE SHARES
 OUTSTANDING     -BASIC                          11,414,926       11,414,926
                 -DILUTED                        11,729,959       11,668,585
================================================================================
See accompanying notes.




                                       3
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended August 31,                2008             2007
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                       $  24,737       $    3,228

Adjustments to reconcile net income to net cash
  flows used by operating activities:
Depreciation and amortization                       114,648           91,651
Provision for doubtful accounts                      16,122          (13,854)
Deferred income taxes                               (35,767)          (6,260)
Changes in assets (increase) decrease:
Accounts receivable                                 359,419          176,364
Other receivables                                    13,113           90,079
Due from employees                                    5,957          (11,512)
Costs and estimated earnings in excess
  of billings on uncompleted contracts             (495,667)         144,187
Inventories                                         (57,472)        (192,824)
Prepaid expenses                                     21,874          (22,835)
Prepaid income taxes                                (10,821)        (270,000)
Other assets                                            629           2,142
Changes in liabilities increase (decrease):
Accounts payable                                     10,556         (435,218)
Accrued liabilities                                  29,429         (424,248)
Deferred Billings in excess of costs and estimated
  earnings on uncompleted contracts                (102,698)         249,070
Deferred revenues                                    62,788           33,517
Provision for income taxes payable                   66,655            6,260
--------------------------------------------------------------------------------
Net cash provide (used) by operating activities      23,502        (580,253)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchases of property and equipment                (11,626)        (442,538)
--------------------------------------------------------------------------------
Net cash used by investing activities               (11,626)        (442,538)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable                               -           83,172
Payments on notes payable                           (30,640)         (26,928)
Payments of capital lease obligations               (26,772)         (27,788)
Stock repurchase                                          -         (486,414)
--------------------------------------------------------------------------------
Net cash used by financing activities               (57,412)        (457,958)
--------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS           (45,536)      (1,480,749)
CASH AND CASH EQUIVALENTS, beginning of period      476,642        2,073,246
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period         $  431,106       $  592,497
================================================================================

SUPPLEMENTAL DISCLOSURES
Interest paid                                    $    4,718       $   14,235
Interest received                                $      555       $   12,137
Income taxes paid                                $        -       $    2,027
================================================================================
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 (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 three months ended August 31, 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 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.


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. The available stock options for the three months
ended August 31, 2008 and August 31, 2007, 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.

NOTE 5. CONDENSED SEGMENT INFORMATION

The following condensed segment information for the three months ended August
31, 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            Total
--------------------------------------------------------------------------------
Revenues
 earned         $ 3,025,338     $ 2,143,283     $   409,300     $  5,577,921
Cost of revenues
 earned          (2,214,056)     (1,609,891)       (257,292)      (4,081,239)
--------------------------------------------------------------------------------
Gross margins       811,282         533,392         152,008        1,496,682
Expenses         (  741,367)     (  548,954)       (166,089)      (1,456,410)
--------------------------------------------------------------------------------
Income from
operations      $    69,915     $   (15,562)    $   (14,081)    $     40,272
===============================================================================

                                       5
<PAGE>

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.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

RESULTS OF OPERATIONS

REVENUES EARNED

Revenues for the three months ended August 31, 2008 as compared to August 31,
2007, increased approximately 16.1%. The increase can be attributed to securing
one large commercial hotel project and other mid-size commercial jobs. While the
residential market in South Florida has slowed the commercial retrofit market
has accelerated. 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 three months ended
August 31, 2008 as compared to August 31, 2007 increased 1.2%, from 72.0% to
73.2%. 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.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased by 7.5% for the three
months ended August 31, 2008 as compared to August 31, 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 INCOME

The net income for the three months ended August 31, 2008 was at budget. 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 increased by approximately $99,216 from May 31, 2008 to August
31, 2008. Our ratio of current assets to current liabilities for the as of
August 31, 2008 was 2.31, as compared to a ratio of 2.55 at August 31, 2007.
Compared to August 31, 2007, our cash balance as of August 31, 2008 decreased by
$161,391, our accounts receivable increased by $132,161 and our accounts payable
increased by $594,272. 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 no balance on our line of credit at August 31, 2008. 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.



                                       6
<PAGE>

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 February 29, 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 Proceedings

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.


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

During the quarter ended August 31, 2008, 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.



                                       7
<PAGE>



                                   SIGNATURES

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


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

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

                                       Date: October 20, 2008

In 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 OFFICER
                                          AND DIRECTOR


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

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


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

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

Date: October 20, 2008